THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE  HEREOF HAVE THIS
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 WARRANT AND SUCH SECURITIES 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.

                           U.S. WIRELESS DATA, INC.

                         COMMON STOCK PURCHASE WARRANT


Dated May 4, 2000


     1.  Issuance;  Exercisability.  For good and  valuable  consideration,  the
receipt of which is hereby  acknowledged by U.S. Wireless Data, Inc., a Colorado
corporation  (the  "Company"),   Cornell  Consulting  International,   Inc.,  or
registered assigns (the "Holder") is hereby granted the right to purchase at any
time commencing on May 4, 2000 and continuing until 5:00 P.M.,  Eastern Time, on
May 3, 2005 (or the next regular  business day  thereafter  if such day is not a
regular business day) (the "Expiration  Date"),  Twenty-Five  Thousand  (25,000)
fully paid and nonassessable  shares of the Company's Common Stock, no par value
per share (the  "Common  Stock") at an exercise  price of $3.1875 per share (the
"Exercise  Price")  subject  to  further  adjustment  as set forth in  Section 7
hereof.

     2.  Exercise  of  Warrants;  Cashless  Exercise  Option.  This  Warrant  is
exercisable in whole or in part for whole shares of Common Stock at the Exercise
Price per share payable  hereunder,  payable in cash or by certified or official
bank check. In lieu of paying cash to exercise this Warrant,  the Holder may, by
designating  a  "cashless"  exercise on the Notice of Exercise  Form,  acquire a
number of whole shares of the Company's Common Stock equal to (a) the difference
between (i) the Market Value of the Company's Common Stock and (ii) the Exercise
Price,  multiplied by (b) the number of shares of Common Stock purchasable under
the portion of the Warrant  tendered to the  Company,  divided by (c) the Market
Value of the Company's Common Stock. Upon surrender of this Warrant  Certificate
with the annexed Notice of Exercise Form duly executed, together with payment of
the Exercise Price for the shares of Common Stock purchased, the Holder shall be
entitled to receive a certificate or certificates for the shares of Common Stock
so  purchased.  For the purposes of this  Section 2, "Market  Value" shall be an
amount  equal to: (a) the average last sale price on the  principal  exchange on
which the Common  Stock is traded,  for the five (5) business  days  immediately
preceding the Company's receipt of the duly executed Notice of Exercise Form; or
(b) if the Common  Stock is not traded on an exchange,  the average  closing bid
price of a share of Common Stock on the OTC Bulletin Board or equivalent trading
market  where  the  Common  Stock is  traded,  for the five  (5)  business  days
immediately  preceding  the  Company's  receipt of the duly  executed  Notice of
Exercise Form; or (c) if not publicly traded, an amount determined in good faith
by the Company's Chief Financial Officer.

     3.  Reservation  of Shares.  The  Company  hereby  agrees that at all times
during the term of this  Warrant  there  shall be  reserved  for  issuance  upon
exercise of this  Warrant  such number of shares of its Common Stock as shall be
required for issuance upon exercise of this Warrant (the "Warrant Shares").

     4.  Mutilation or Loss of Warrant.  Upon receipt by the Company of evidence
satisfactory  to it of the  loss,  theft,  destruction  or  mutilation  of  this
Warrant,  and (in the case of loss, theft or destruction)  receipt of reasonably
satisfactory indemnification, and (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will execute and deliver a new Warrant
of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant
shall thereupon become void.

     5.  Rights of the  Holder.  The Holder  shall  not,  by virtue  hereof,  be
entitled to any rights of a stockholder in the Company, either at law or equity,
and the rights of the Holder are limited to those  expressed in this Warrant and
are not enforceable against the Company except to the extent set forth herein.


<PAGE>


     6.  Representations  of Holder.  In  connection  with the  issuance of this
Warrant, Holder represents and warrants to the Company that:

          a) Holder is  acquiring  the Warrant  (and if  applicable  the Warrant
Shares) for investment only and has no intention to transfer,  sell or otherwise
dispose of such  Warrant,  except as permitted  pursuant  to, and in  compliance
with, applicable federal and state securities laws.

          b) Holder,  either  alone or through the  assistance  of advisors  not
affiliated  with the Company,  has such  experience  in business  and  financial
matters  that  Holder is fully  capable  of  evaluating  the merits and risks of
making an investment in the Company.

          c) Holder is aware  that the  Company  files  reports  with the United
States Securities and Exchange  Commission under the Securities  Exchange Act of
1934 pursuant to which it reports  current  information  concerning the Company,
its business and  financial  condition.  Holder has examined such reports to the
full extent  necessary prior to determining to accept this Warrant.  Holder also
has  been  given  the   opportunity  to  ask  questions  of,  and  has  received
satisfactory  answers  to,  all such  questions  from the  Company's  authorized
representatives. Holder is familiar with the business and financial condition of
the Company and that ownership of the Warrant is a speculative investment.

          d)  Holder  acknowledges  and  understands  that the  Warrant  and the
underlying  Warrant  Shares cannot be  transferred  unless they are currently or
subsequently  registered under the Securities Act of 1933 (the "Securities Act")
and  applicable  state  securities  laws, or exemptions  from such  registration
requirements are available. Holder further acknowledges and understands that the
Company is under no obligation to register the Warrant or the Warrant  Shares to
make any  exemption  from  registration  available  and that in the  absence  of
registration or an available registration exemption, the Warrant and the Warrant
Shares may not be  transferred  to any other  person  without the consent of the
Company, which it may validly withhold if the Warrant and the Warrant Shares are
not registered or exempt from registration.

          e) Holder understands that the certificate  evidencing the Warrant and
the  Warrant  Shares  may  be  imprinted  with  legends,   and/or  stop-transfer
instructions  may be lodged with the Company's  transfer agent,  prohibiting the
transfer of the Warrant and the Warrant  Shares unless they are  registered,  or
registration  is not  required  in the  opinion of counsel  satisfactory  to the
Company.  Holder consents to the lodging of any such stop transfer  instructions
and/or such legends being imprinted on the  certificates  evidencing the Warrant
and the  Warrant  Shares.  Holder  does  not  have any  contract,  agreement  or
arrangement with any person to sell, transfer or grant participation of any sort
with respect to any of the Warrant or the Warrant Shares.

          f) Holder is aware of the terms and  conditions of Rule 144 adopted by
the United States  Securities and Exchange  Commission under the Securities Act,
which  permits  limited  public  resale of  securities  acquired in a non-public
offering, including the securities issued on exercise of the Warrant, subject to
the satisfaction of certain conditions.  Those conditions  include,  among other
things:  the availability of certain public  information about the Company,  the
resale  occurring  not less than one year after the party has purchased and paid
for the  securities  to be  sold,  the  sale's  being  through  a  broker  in an
unsolicited  "brokers'  transaction,"  and the amount of  securities  being sold
during any three-month period not exceeding specified limitations (generally, 1%
of the total outstanding shares if the Company).  Holder understands that unless
the Warrant and the Warrant  Shares are  registered  for public  resale that the
most likely method for resale of the Warrant Shares will be pursuant to SEC Rule
144.  Holder  understands  and  acknowledges  that the  Company has not made any
representations, guarantees or commitments about the availability of Rule 144 to
allow sales of the Warrant or the Warrant Shares in the future.



                                       2
<PAGE>


          g)  Holder  understands  that  there  may be tax  implications  of the
acceptance of this Warrant and/or an exercise of the right to purchase shares of
Common Stock pursuant to the exercise of this Warrant.  Holder also  understands
that it is Holder's  obligation  to confer with its tax advisor  with respect to
such tax  implications,  and to the extent  Holder felt  necessary,  has done so
prior to accepting or exercising the Warrant.

          h) Holder  understands that an investment in the Warrant is inherently
risky and  could  result in the loss of all money  invested  in  purchasing  the
Warrant  and/or the  Warrant  Shares.  Holder  would not be  required  to change
lifestyle in the event of a loss of all of the money  invested in purchasing the
Warrant or the Warrant Shares.

          i) Holder fully  understands the implications of accepting the Warrant
and (if applicable)  determining to exercise the Warrant, and has consulted with
any and all  persons  it  deemed  appropriate,  including  its  attorney  and/or
accountant, prior to determining to accept or exercise this Warrant.

     7.  Adjustments to Exercise  Terms. If the Company at any time prior to the
full  execution of this Warrant  shall,  by  subdivision,  combination,  merger,
spin-off, re-classification or like capital adjustment of the securities, change
any of the securities to which purchase rights under this Warrant exist into the
same or different  number of  securities  of any class or classes,  this Warrant
shall  thereafter  entitle  the  Holder  to  acquire  such  number  and  kind of
securities  as would have been  issuable as a result of such change with respect
to the  securities  acquirable  immediately  prior to such  transaction.  If the
securities  acquirable  upon  exercise  of this  Warrant are  subdivided  into a
greater number of securities  (including  pursuant to any stock dividend paid to
all holders of such  securities),  or if such  securities  are  combined  into a
lesser  number of  securities,  then the  purchase  price for, and the number of
shares  issuable  upon,  exercise of this Warrant shall be  proportionately  and
equitably adjusted.

     8. Transfer to Comply with the Securities Act; No Registration Rights. This
Warrant has not been  registered  under the  Securities Act of 1933, as amended,
(the "Act") and has been issued to the Holder for investment and not with a view
to the  distribution of either the Warrant or the Warrant  Shares.  Neither this
Warrant nor any of the Warrant Shares or any other  security  issued or issuable
upon exercise of this Warrant may be sold, transferred,  pledged or hypothecated
in the  absence  of an  effective  registration  statement  under  the  Act  and
applicable  state  securities  laws  relating  to such  security,  unless in the
opinion of counsel  satisfactory  to the  Company,  such  registrations  are not
required under the Act. Each certificate for the Warrant, the Warrant Shares and
any other  security  issued or  issuable  upon  exercise of this  Warrant  shall
contain a legend on the face  thereof,  in form and  substance  satisfactory  to
counsel for the Company, setting forth the restrictions on transfer contained in
this Section.  The holder is not being granted any rights to have the Warrant or
the Warrant Shares registered under the Act or any state securities laws.

     9.  Notices.  Any  notice  or other  communication  required  or  permitted
hereunder  shall be in writing and shall be delivered  personally,  telegraphed,
telexed,  sent by facsimile  transmission  or sent by  certified,  registered or
express mail,  postage  pre-paid.  Any such notice shall be deemed given when so
delivered personally,  telegraphed,  telexed or sent by facsimile  transmission,
or, if mailed, two days after the date of deposit in the United States mails, as
follows:



                                       3
<PAGE>


               (i)  if the to Company, to:

                      U.S. Wireless Data, Inc.
                      ATTN:  Chief Financial Officer
                             805 Third Avenue, 8th Floor
                             New York, NY 10022
                      Telecopier No.: (212) 750-7836
                      Telephone No.: (212) 750-7766

               (ii) if to the Holder,  to such address and  facsimile  number as
                    appears in the records of the Company.

A party  shall give  notice to the other in  accordance  with this  Section to
change the address, facsimile number or person to whom notices shall be given.

     10.  Supplements  and  Amendments;  Whole  Agreement.  This  Warrant may be
amended or  supplemented  only by an instrument in writing signed by the parties
hereto.  This Warrant contains the full understanding of the parties hereto with
respect  to  the   subject   matter   hereof  and   thereof  and  there  are  no
representations,  warranties,  agreements or understandings other than expressly
contained herein and therein.

     11. Governing Law. This Warrant shall be deemed to be a contract made under
the laws of the State of Colorado and for all purposes  shall be governed by and
construed in accordance  with the laws of such State  applicable to contracts to
be made and performed entirely within such State.

     12. Descriptive  Headings.  Descriptive headings of the several Sections of
this Warrant are inserted for  convenience  only and shall not control or affect
the meaning or construction of any of the provisions hereof.

     IN WITNESS WHEREOF, the parties hereto have executed this Warrant effective
as of the date first set forth  above  (the date  agreement  was  reached by the
parties that this  Warrant be issued and the date as of which all  consideration
receivable  by the Company from the Holder for issuance of this Warrant had been
received).

                                          U.S. WIRELESS DATA, INC.


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



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


                                          HOLDER

                                          Cornell Consulting International, Inc.

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


                                          Address:
                                                  ------------------------------

                                          --------------------------------------

                                          Facsimile:
                                                    ----------------------------
                                          Telephone:
                                                    ----------------------------

                                       4
<PAGE>


                           WARRANT EXERCISE AGREEMENT



To:      U.S. Wireless Data, Inc.
         Attn: Finance
         805 Third Ave, 8th Floor
         New York, NY 10022


Dated:


     THE UNDERSIGNED Registered Holder,  pursuant to the provisions set forth in
the attached Common Stock Purchase Warrant dated ______________________,  hereby
subscribes for and purchases _________________ shares of Common Stock covered by
such Warrant (the "Shares") and herewith elects to make:

[Check the box below that applies.]

(  ) a Cashless Exercise at the Exercise Price provided by such Warrant.

(  ) full cash payment of $                                       for the Shares
                           --------------------------------------
 at the Exercise Price provided by such Warrant.

     THE UNDERSIGNED  Registered Holder, in order to induce the Company to issue
the Shares, represents that:

     1. If I am a natural  person,  I am over  eighteen  (18) years of age. I am
acquiring  the  Shares  for  investment  only  and that I have no  intention  to
transfer, sell or otherwise dispose of such Shares, except as permitted pursuant
to, and in compliance with, applicable federal and state securities laws.

     2. I represent  and warrant that I, either alone or through the  assistance
of advisors not affiliated  with the Company,  have such  experience in business
and financial matters that I am fully capable of evaluating the merits and risks
of making an investment in the Company.

     3. I am aware  that the  Company  files  reports  with  the  United  States
Securities and Exchange  Commission  under the  Securities  Exchange Act of 1934
pursuant to which it reports  current  information  concerning the Company,  its
business  and  financial  condition.  I have  examined  such reports to the full
extent I felt necessary  prior to  determining to exercise this Warrant.  I have
also  been  given  the  opportunity  to ask  questions  of,  and  have  received
satisfactory  answers  to,  all such  questions  from the  Company's  authorized
representatives.  I am familiar with the business and financial condition of the
Company and that ownership of the Shares is a speculative investment.

     4. I acknowledge and understand  that the Shares must be held  indefinitely
unless they are currently or subsequently registered under the Securities Act of
1933 (the "Securities  Act") and applicable state securities laws, or exemptions
from such  registration  requirements are available.  I further  acknowledge and
understand  that the Company is under no obligation to register the Shares or to
make any exemption from registration  available to me and that in the absence of
registration  or an  available  registration  exemption,  the  Shares may not be
transferred to any other person without the consent of the Company, which it may
validly withhold if the Shares are not registered or exempt from registration.



<PAGE>



     5. I understand that the certificate evidencing the Shares may be imprinted
with legends, and/or stop-transfer instructions may be lodged with the Company's
transfer  agent,  prohibiting  the  transfer  of  the  Shares  unless  they  are
registered,   or  registration  is  not  required  in  the  opinion  of  counsel
satisfactory to the Company.  I consent to the lodging of any such stop transfer
instructions and/or such legends being imprinted on the certificates  evidencing
the  Shares.  I do not have any  contract,  agreement  or  arrangement  with any
persons to sell, transfer or grant participation of any sort to any third person
with respect to any of the Shares.

     6. I am aware of the terms and conditions of Rule 144 adopted by the United
States  Securities  and Exchange  Commission  under the  Securities  Act,  which
permits limited public resale of securities  acquired in a non-public  offering,
including  the  securities  issued on  exercise of the  Warrant,  subject to the
satisfaction  of certain  conditions.  Those  conditions  include,  among  other
things:  the availability of certain public  information about the Company,  the
resale  occurring  not less than one year after the party has purchased and paid
for the  securities  to be  sold,  the  sale's  being  through  a  broker  in an
unsolicited  "brokers'  transaction,"  and the amount of  securities  being sold
during any three-month period not exceeding specified limitations (generally, 1%
of the total  outstanding  shares if the Company).  I understand that unless the
Shares are  registered  for public resale that the most likely method for resale
will be pursuant to SEC Rule 144. I understand and acknowledge  that the Company
has not made any  representations,  guarantees  or  commitments  to me about the
availability of Rule 144 to allow sales of the Shares in the future.

     7. I  acknowledge  that the number of shares of Common Stock subject to the
Warrant is hereafter reduced by the number of shares of Common Stock represented
by the Shares and  request  that the  Company  reissue  another  Warrant for any
remaining  shares (as  applicable in the case where I have exercised the Warrant
for less than the full number of shares issuable on exercise).

     8. I  understand  that there may be tax  implications  of my exercise of my
right to  purchase  shares of Common  Stock  pursuant  to the  exercise  of this
Warrant.  I also  understand  that it is my obligation to confer with my own tax
advisor  with  respect  to such tax  implications,  and to the  extent I felt it
necessary, I have done so prior to exercising this Warrant.

     9. I understand  that an investment  in the Shares is inherently  risky and
that I could lose all of the money I am investing in  purchasing  the Shares.  I
would not be required to change my  lifestyle  in the event I was to lose all of
the money I am investing in purchasing the Shares.

     10. I fully understand the implications of exercising this Warrant and have
consulted with any and all persons I deemed  appropriate,  including my attorney
and/or accountant, prior to determining to exercise the Warrant.

     These  agreements  shall bind and inure to the  benefit of my heirs,  legal
representatives, successors and assigns.


     My current address of record is:

     --------------------------------------------------

     --------------------------------------------------



<PAGE>



and my Social Security Number is:
                                 -----------------------------------------------


                                   ---------------------------------------------
                                   (Signature)

                                   ---------------------------------------------
                                   (Print or type name)

                                   ---------------------------------------------

                                   ---------------------------------------------
                                   (Address)


     NOTICE:  The signature on this Exercise  Agreement must correspond with the
name as written  upon the face of the  within  Warrant,  or upon the  Assignment
thereof if applicable, in every particular, without alteration,  enlargement, or
any change whatsoever,  and must be Medallion guaranteed by a bank (other than a
savings  bank),  or  by  a  firm  having  membership  on a  registered  national
securities exchange.

SIGNATURE GUARANTEE

Authorized Signature:
                     -----------------------------------------------------------
Name of Bank or Firm:
                     -----------------------------------------------------------
Dated:
      --------------------------------------------------------------------------