U.S. WIRELESS DATA(R) INC.






                         COMMON STOCK PURCHASE AGREEMENT

                                   RELATING TO

                        2,344,458 SHARES OF COMMON STOCK

                 PURSUANT TO NOTES PAYABLE CONVERSION TO EQUITY

                                 March 19, 1999






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I

11

                                    TABLE OF CONTENTS

1.       PROMISSORY NOTE CONVERSION and ISSUANCE OF COMMON STOCK ..............1

     a.       Authorization  ..................................................1
     b.       Conversion  .....................................................1
     c.       Closing..........................................................1

2.   REPRESENTATIONS AND WARRANTIES OF PURCHASER ............................  2

     a.       Nature of Purchase......................... .................... 2
     b.       Receipt and Review of Certain Documents; Acknowledgment of Risk
              in Purchase..................................................... 2
     c.       Purchaser Must Bear Economic Risk  ............................. 2
     d.       Acquisition for Own Account  ................................... 2
     e.       Purchaser's Ability to Protect Purchaser's Own Interests;
                Ability to Withstand Loss of Entire Investment  .............. 3
     f.       Purchaser's Formation Status.....................................3
     g.       Further Limitations on Disposition...............................3
     h.       Access to Information........................................... 4
     i.       Confidentiality of Information...................................4
     j.       Authority to Purchase............................................4
     k.       No Brokers or Finders............................................4
     l.       Legends..........................................................4

3.       PURCHASER'S OBLIGATION TO INDEMNIFY THE COMPANY.......................5

4.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.........................5

     a.       Organization, Good Standing and Qualification....................5
     b.       Capitalization...................................................5
     c.       Due Authorization; No Conflicts or Defaults......................5
     d.       Defaults on Other Agreements.....................................6
     e.       No Misrepresentations............................................6
     f.       Due and Valid Issuance of the Common Stock.......................6
     g.       Reporting Company Status.........................................6
     h.       Approvals........................................................7
     i.       Absence of Certain Changes.......................................7
     j.       Full Disclosure..................................................7
     k.       Absence of Litigation............................................7

5.       CONDITIONS TO CLOSING.................................................7

     a.       Conditions to Purchaser's Obligations............................7
     b.       Conditions to the Company's Obligations..........................7


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6.       MISCELLANEOUS.........................................................8

     a.       Survival of Covenants; Successors and Assigns....................8
     b.       Assignability of Rights..........................................8
     c.       Communications and Notices.......................................8
     d.       Law Governing....................................................9
     e.       Aggregation of Stock.............................................9
     f.       Expenses; Right to Recover Attorney Fees.........................9
     g.       Finder's Fees....................................................9
     h.       Subsequent Instruments and Acts.................................10
     i.       Severability....................................................10
     j.       Entire Agreement; Amendments....................................10
     k.       Authority of Signatories........................................10
     l.       Gender, Number and Tense........................................10
     m.       Headings........................................................10
     n.       Counterparts; Facsimile Signatures............................. 10
     o.       Purchaser's Status..............................................11


APPENDIX TO COMMON STOCK PURCHASE AGREEMENT ...................................A

SCHEDULE OF EXCEPTION      ....................................................I

EXHIBIT A



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                         PROMISSORY NOTE CONVERSION AND
                         COMMON STOCK PURCHASE AGREEMENT



         THIS PROMISSORY NOTE CONVERSION AND COMMON STOCK PURCHASE  AGREEMENT is
entered into as of this 19th day of March,  1999,  by and between U.S.  WIRELESS
DATA,  INC., a Colorado  corporation  (the  "Company")  and  Liviakis  Financial
Communications,  Inc. (the  "Purchaser") for purposes of setting forth the terms
and  conditions  pursuant to which the Company and Purchaser  shall convert that
certain Note Payable in the principal amount of $1,990,000 issued by the Company
to Investor  between  September  22,1998 and February 26, 1999 (the  "Promissory
Notes"), a schedule of which is attached hereto as Exhibit A.


                                    AGREEMENT

         In consideration  of the mutual promises,  covenants and conditions set
forth below, the parties mutually agree as follows:

1.       PROMISSORY NOTE CONVERSION AND ISSUANCE OF COMMON STOCK.

a.            Authorization.  On or prior to the Closing (as defined below), the
              Company shall have  authorized  the  conversion of the  Promissory
              Notes and the issuance of the Common  Stock (the  "Shares") to the
              Purchaser,  as  described  below.  The Common Stock shall have the
              rights, preferences,  privileges and restrictions set forth in the
              Articles of Incorporation in the form attached hereto as Exhibit A
              (the "Articles of Incorporation").

b.            Conversion. Subject to the terms and conditions of this Agreement,
              the  Purchaser   agrees  to  convert  the  Promissory  Notes  into
              2,344,458  shares  of the  Company's  Common  Stock at the rate of
              $0.875 of principal and accrued  interest  owing on the Promissory
              Note  (through  March 19,  1999) per share  (which is equal to the
              closing  price of the  Common  Stock  as of the date  prior to the
              Effective Date this Agreement, less a discount of 20%).

c.            Closing. The conversion of the Promissory Note and the issuance of
              the Shares in exchange  therefor  shall be deemed to have occurred
              as of the Effective  Date. The date as of which both parties shall
              have executed this Agreement is referred to herein as the "Closing
              Date." Within five business days of the Closing Date,  the Company
              shall  deliver to the  Purchaser a  certificate  representing  the
              Common Stock being issued to Purchaser hereunder, against delivery
              of the  original  Promissory  Note  to the  Company,  endorsed  by
              Purchaser as "Paid."


                                                                               1
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2.       REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants as follows:

         a. Nature of Purchase.  Purchaser understands that the Shares are being
         acquired in a transaction  that does not involve a public  offering and
         that the Shares  represented  in this agreement have not been, and will
         not be,  registered  under the  Securities Act of 1933, as amended (the
         "Act") or under any state securities  laws.  Purchaser also understands
         that the Shares are being  offered and sold  pursuant  to an  exemption
         from registration  contained in the Act and applicable state securities
         laws based in part upon Purchaser's  representations  contained in this
         Agreement.

         Waiver of Registration Rights. Notwithstanding anything to the contrary
         in any other agreement,  Purchaser  irrevocably waives, with respect to
         the Shares,  any and all  registration  rights  inuring to  Purchaser's
         benefit under any agreement previously made by or among the Company and
         Purchaser.


         b. Receipt and Review of Certain  Documents;  Acknowledgment of Risk in
         Purchase . Purchaser understands that the Company is a "public company"
         and files reports  pursuant to the Securities  Exchange Act of 1934, as
         amended  and the  Securities  Act of 1933,  as amended.  Purchaser  has
         reviewed  carefully  any of the  Company's  public  reports to the full
         extent  Purchaser  feels was  necessary to make a decision to invest in
         the Company.

         Purchaser  also   understands  that  an  investment  in  the  Company's
         securities  is one of high risk and that no person has been  authorized
         to give any information or to make any statement concerning the Company
         that in any way contradicts  the  information  contained in the reports
         filed pursuant to the  Securities  Exchange Act of 1934, as amended and
         the  Securities  Act of 1933,  as amended.  Purchaser  understands  and
         acknowledges  that any  investment  in the Company's  securities  could
         result in the complete loss of the investment.

         c.  Purchaser  Must Bear Economic  Risk.  Purchaser is in a position to
         bear the economic risk of this investment  indefinitely.  The Purchaser
         understands the only means of disposing of the Shares would be pursuant
         to a registration exemption, which is likely to be pursuant to SEC Rule
         144 or some successor to SEC Rule 144.  Purchaser  understands that the
         Company  has  not  given  any  guarantee  that  Rule  144 or any  other
         registration  exemption  will  be  available  to  Purchaser.  Purchaser
         understands that even if available,  any registration exemption may not
         allow Purchaser to dispose of the Shares under the circumstances, if at
         all, in amounts, or at the times, Purchaser might desire.

         d. Acquisition for Own Account.  Purchaser confirms, that the Shares to
         be  received  by  Purchaser  are  being  acquired  for  investment  for
         Purchaser's own account,  and not as a nominee or agent, and not with a
         view to the  resale  or  distribution  of any  part  thereof,  and that
         Purchaser   has  no  present   intention   of  selling,   granting  any
         participation in, or otherwise distributing the same. By executing this
         Agreement,  Purchaser  further  represents that Purchaser does not have
         any contract, undertaking,  agreement or arrangement with any person to
         sell,  transfer or grant  participation  to such person or to any third
         person, with respect to the Shares.

                                                                               2
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         e. Purchaser's Ability to Protect Purchaser's Own Interests; Ability to
         Withstand  Loss of  Entire  Investment.  Purchaser  has,  by  reason of
         business or financial  experience,  the capacity to protect Purchaser's
         own interests in connection with the transactions  contemplated in this
         Agreement.  Purchaser acknowledges that the purchase of the Shares is a
         speculative   investment.   Purchaser  is  experienced  in  investments
         involving companies in the development stage. The investment being made
         by Purchaser in the Shares is not out of proportion to the  Purchaser's
         net worth or other  investments  and Purchaser  represents and warrants
         that  Purchaser  could bear the loss of the entire  investment  without
         materially changing Purchaser's lifestyle or standard of living.

         f. Purchaser's  Formation  Status. If Purchaser is other than a natural
         person,  Purchaser represents and warrants that it was not specifically
         formed for the purpose of purchasing the Shares and  consummating  this
         transaction.

         g. Further Limitations on Disposition.  Without in any way limiting the
         representations  set forth above,  Purchaser further agrees not to make
         any  disposition  of all or any portion of the Shares  unless and until
         the  transferee has agreed in writing for the benefit of the Company to
         be bound by this  Section,  provided and to the extent this Section and
         such agreement are then applicable, and:

                  i.  Purchaser  shall have notified the Company of the proposed
                  disposition  and  shall  have  furnished  the  Company  with a
                  detailed  statement  of  the  circumstances   surrounding  the
                  proposed  disposition,  and (i) if reasonably requested by the
                  Company,  Purchaser  shall have  furnished the Company with an
                  opinion of  counsel,  reasonably  satisfactory  to the Company
                  that such  disposition  will not require  registration  of the
                  Shares  (or any  portion  thereof)  under  the  Act;  and (ii)
                  Purchaser's transferee shall have entered into such agreements
                  with the Company as the Company  shall  reasonably  require to
                  assure that a  registration  exemption  is  available  for the
                  proposed  transfer and remains  available for the transactions
                  pursuant  to  which  the  Shares  were  originally  issued  to
                  Purchaser.

                  ii. Notwithstanding the provisions of the preceding Paragraph,
                  no such registration  statement or opinion of counsel shall be
                  necessary for a transfer by Purchaser that is a partnership to
                  a partner  of such  partnership  or a retired  partner of such
                  partnership  who  retires  after  the date  hereof,  or to the
                  estate of any such partner or retired  partner or the transfer
                  by gift, will or intestate succession of any partner to his or
                  her spouse or to the siblings, lineal descendants or ancestors
                  of such partner or his or her spouse, if the transferee agrees
                  in  writing  to be  subject  to the  terms  hereof to the same
                  extent as if he or she were an original Purchaser hereunder.

                                                                               3
<PAGE>


         h.  Access  to  Information.  Purchaser  has been  given  access to all
         Company documents,  records,  and other  information,  and has received
         physical delivery of all documents  requested.  Purchaser believes that
         he, she or it has received all the information  considered necessary or
         appropriate for deciding whether to purchase the Shares.  Purchaser has
         had adequate opportunity to review the documents and has been given the
         opportunity  to  ask  questions  of,  and  receive  answers  from,  the
         Company's officers, employees, agents, accountants, and representatives
         concerning the Company's business, operations,  properties,  prospects,
         financial  condition,   assets,  liabilities,  and  all  other  matters
         Purchaser considers relevant to an investment in the Shares.

         i.  Confidentiality  of  Information.  With  respect to any  non-public
         information  provided  to  Purchaser  for  purposes  of  evaluating  an
         investment in the Shares and the information  contained therein and any
         oral information provided to Purchaser, whether or not such information
         has been designated or marked "confidential,"  Purchaser represents and
         agrees  that  such  information  has  been  and  will be kept  strictly
         confidential  and  Purchaser has not made and will not make any use of,
         or disclose  such  information  to any person  (other than  Purchaser's
         officers,  agents,  attorneys,  advisors  and  others  who  may  assist
         Purchaser in  evaluating  the merits of a potential  investment  in the
         Company   and  who  have   agreed  in  writing  to  be  bound  by  this
         confidentiality  provision)  for any purpose other than for purposes of
         evaluating the investment contemplated by this Agreement.

         j.  Authority to Purchase.  Purchaser has the authority to purchase the
         Shares and to execute any other instruments or documents required to be
         executed in connection with a purchase of the Shares.

         k. No Brokers or Finders.  Purchaser  has not retained  any  investment
         banker,   broker,   or  finder  in  connection  with  the  transactions
         contemplated by this Agreement.  Purchaser agrees to indemnify and hold
         harmless  the  Company  from  any  liability  for  any   commission  or
         compensation  in the  nature  of a  finder's  fee  (and the  costs  and
         expenses of defending  against such  liability) for which  Purchaser is
         responsible.

         l. Legends.  Purchaser acknowledges that each certificate  representing
         any of the Shares  (including  any  certificates  that may be issued in
         replacement of the Shares) will be imprinted  with legends  restricting
         the right to transfer or dispose of the Shares under  federal and state
         securities  laws,  including a legend in  substantially  the  following
         form:

                  THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN
                  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE
                  "ACT"), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
                  UNLESS  AND  UNTIL  REGISTERED  UNDER  THE ACT OR  UNLESS  THE
                  COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE
                  COMPANY  AND  ITS  COUNSEL  THAT  SUCH   REGISTRATION  IS  NOT
                  REQUIRED;

         as well as any legend required by applicable state securities laws.

                                                                               4
<PAGE>
3.       PURCHASER'S OBLIGATION TO INDEMNIFY THE COMPANY

         Purchaser shall indemnify and hold harmless the Company,  its officers,
directors,  employees and/or agents,  from and against any and all loss, damage,
liability or expense,  including  costs and reasonable  attorneys' fees to which
they may be put or which they may incur by reason of or in  connection  with any
failure of Purchaser's representations and warranties to be fully true, correct,
and complete or Purchaser's  failure to fulfill any of Purchaser's  covenants or
agreements under this Agreement.

4.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Purchaser that:

         a.  Organization,  Good  Standing and  Qualification.  The Company is a
         corporation duly organized, validly existing and in good standing under
         the laws of the State of Colorado and is duly  qualified to do business
         in the State of  California,  the only state other than Colorado  where
         the Company owns or leases real property.

         b.       Capitalization.

                  i.  Authorized  and Issued.  The  authorized  and  outstanding
                  capital  securities  of  the  Company  are  as  stated  in the
                  Company's  Quarterly  Report  on Form  10-QSB  for the  fiscal
                  quarter  ended  December  31, 1998 except as  indicated on the
                  Schedule  of  Exceptions.  Except as  otherwise  disclosed  in
                  writing to Purchaser,  there have been no material  changes in
                  the  authorized  securities  of the  Company.  ii.  Assets and
                  Liabilities. The Company's material assets and liabilities are
                  as set forth in the December 31, 1998 Quarterly Report. To the
                  best of the Company's knowledge,  there are no other events or
                  conditions  of any  character  which have or might  materially
                  adversely affect the business, prospects,  condition, affairs,
                  operations,  properties or assets of the Company except as set
                  forth in the Schedule of Exceptions.

c.       Due Authorization; No Conflicts or Defaults.

                  i.  All  corporate  action  on the  part of the  Company,  its
                  officers,   directors,  and  shareholders  necessary  for  the
                  authorization  and  issuance  of  the  Shares,   and  for  the
                  authorization of the execution,  delivery,  and performance of
                  this has been taken,  such that this Agreement will be a valid
                  and  binding   obligation  of  the  Company,   enforceable  in
                  accordance  with  their  terms,   except  (i)  as  limited  by
                  applicable bankruptcy, insolvency, moratorium, reorganization,
                  or other  laws of  general  application  affecting  creditors'
                  rights  and (ii) as  limited  by the  application  of  general
                  principles of equity.

                                                                               5
<PAGE>
                  ii. The  execution  and  delivery  of this  Agreement  and the
                  consummation  of  the  transactions  contemplated  herein  and
                  therein will not: (i) conflict with, result in a breach of, or
                  constitute a default  under any of the terms of any  corporate
                  restriction  or of any  indenture,  mortgage,  deed of  trust,
                  pledge,  bank loan or credit agreement,  corporate charter, or
                  bylaw,   or  any  instrument  by  which  the  Company  or  its
                  properties  may  be  bound  or  affected,   (ii)  violate  any
                  judgment,  order,  or demand of any court,  arbitrator,  grand
                  jury,  or any  governmental  agency,  or (iii)  result  in the
                  creation or imposition of any lien,  charge, or encumbrance of
                  any  nature  whatsoever  upon  any  property  or  asset of the
                  Company under the terms or provisions of any of the foregoing.

         d.  Defaults on Other  Agreements.  Except as  disclosed  in writing to
         Purchaser in the December 31, 1998 Quarterly Report, the Company is not
         in material  default in the observance of any of the terms contained in
         any  indenture or other  agreement  creating,  evidencing,  or securing
         indebtedness of the Company or pursuant to which any such  indebtedness
         is issued, or other agreement or instrument by which the Company or any
         properties of the Company may be bound or materially affected.

         e. No Misrepresentations.  The information set forth in this Agreement,
         or any certificate or other document delivered by the Company hereunder
         does not contain any untrue  statement of a material  fact,  or omit to
         state a  material  fact  necessary  to make the  statements  herein  or
         therein,  in light of the circumstances under which they were made, not
         misleading.  This  representation  shall apply only as of the time such
         statements were originally  made, and shall not be deemed violated if a
         statement  contained in any such  document has been  superceded  by the
         Company in a document  prepared  subsequent to the date of the document
         it corrects.

         f. Due and Valid  Issuance of the Common Stock.  The Common Stock to be
         issued to Purchaser hereunder has been duly authorized and, when issued
         pursuant to the terms of this Agreement will be validly  issued,  fully
         paid and  nonassessable  shares of the Company's Common Stock,  free of
         any preemptive or other rights of any person.

         g.  Reporting  Company  Status.  The Company has  registered its Common
         Stock pursuant to Section 12 of the Securities Exchange Act of 1934, as
         amended (the "Exchange Act"), and the Common Stock is traded on the OTC
         Electronic  Bulletin Board. The Company has received no notice,  either
         oral or  written,  with  respect to the  continued  eligibility  of the
         Common  Stock for such  trading  privileges.  The Company has filed all
         required reports under the Exchange Act.

                                                                               6
<PAGE>
         h.  Approvals.  No  authorization,  approval  or  consent of any court,
         governmental body, regulatory agency,  self-regulatory organization, or
         stock  exchange  or market or of the  shareholders  of the  Company  is
         required  to be  obtained  for the  issuance  and sale of the Shares to
         Purchaser   as   contemplated   by   this   Agreement,    except   such
         authorizations, approvals and consents as have been obtained.

         i. Absence of Certain Changes. Since December 31, 1998, there have been
         no material adverse changes and no material adverse  development in the
         business,  properties,  operations,  financial condition, or results of
         operations of the Company, except as disclosed in writing to Purchaser.

         j. Full  Disclosure.  There is no fact known to the Company (other than
         the general economic  conditions  known to the public  generally) or as
         disclosed in the  Offering  Memorandum  that has not been  disclosed in
         writing to Purchaser  that (i) could  reasonably  be expected to have a
         material adverse effect on the condition (financial or otherwise) or in
         the earnings,  business affairs, properties or assets of the Company or
         (ii) could  reasonably be expected to materially  and adversely  affect
         the ability of the Company to perform its obligations  pursuant to this
         Agreement.

         k.  Absence  of  Litigation.  Except  as  set  forth  in  the  Offering
         Memorandum,   there  is  no  action,  suit,   proceeding,   inquiry  or
         investigation  before or by any court, public board or body pending or,
         to the knowledge of the Company or any of its subsidiaries,  threatened
         against or affecting  the  Company,  wherein an  unfavorable  decision,
         ruling or finding is likely to have a  material  adverse  effect on the
         properties,  business,  condition  (financial  or  other),  results  of
         operations  or  prospects  of  the  Company  taken  as a  whole  or the
         transactions  contemplated  by this  Agreement or any of the  documents
         contemplated  hereby or which would  adversely  affect the  validity or
         enforceability  of, or the  authority  or  ability  of the  Company  to
         perform its  obligations  under,  this  Agreement  or any of such other
         documents.

5.       CONDITIONS TO CLOSING

         a.  Conditions to Purchaser's  Obligations.  Purchaser's  obligation to
         purchase  the  Shares  and to  otherwise  consummate  the  transactions
         contemplated  in this  Agreement  is  subject  to  satisfaction  of the
         following condition as of the time of Closing:

                  the Company's representations and warranties in this Agreement
                  and in any certificate or document  delivered pursuant to this
                  Agreement  shall be true and correct in all material  respects
                  on and as of the Closing Date.

                                                                               7
<PAGE>


         b. Conditions to the Company's Obligations. The Company's obligation to
         consummate the  transactions  contemplated in this Agreement is subject
         to the satisfaction of the following conditions at the Closing

                  i.   the Purchaser's representations and warranties herein and
                  in any documents delivered pursuant to this Agreement shall be
                  true and correct on and as of the Closing Date;

                  ii.  Purchaser  shall  have  met  (and  the  Company  shall be
                  reasonably  satisfied  that the  Purchaser  meets)  all of the
                  suitability  criteria  required to purchase  the Shares as set
                  forth in the Offering memorandum; and

                  iii.  Purchaser  shall  have  irrevocably  tendered  the Notes
Payable to the Company.

6.       MISCELLANEOUS

         a.  Survival of  Covenants;  Successors  and  Assigns.  All  covenants,
         agreements,  representations and warranties made by the parties in this
         Agreement shall survive the closing of the transactions contemplated by
         this  Agreement.  Except as otherwise  provided  herein,  the terms and
         conditions  of this  Agreement  shall  inure to the  benefit  of and be
         binding  upon the  respective  successors  and assigns of the  parties.
         Nothing in this  Agreement,  express or implied,  is intended to confer
         upon any  party  other  than the  parties  hereto  or their  respective
         successors   and  assigns  any  rights,   remedies,   obligations,   or
         liabilities  under or by reason of this Agreement,  except as expressly
         provided in this Agreement.

         b.  Assignability  of Rights.  Neither the Company  nor  Purchaser  may
         assign  any of its  rights or  delegate  any of its  duties  under this
         Agreement without the written consent of the other party.

         c.       Communications and Notices.

                  i.  All  communications  and  notices  provided  for  in  this
                  Agreement  shall be in writing and will be given by  telegram,
                  facsimile  (with  delivery   confirmed  by  the  party  giving
                  notice),  express  courier  holding itself out as able to make
                  delivery  within one  business day of receipt,  hand  delivery
                  receipted  by  the  addressee,   or  by  mail   (postage-paid,
                  registered or certified  mail,  return  receipt  requested) to
                  such  address,  and to such  attention,  as any party may from
                  time to time  designate  by  notice  in  writing  to the other
                  party,  as the  case  may be.  Notice  will be  effective  one
                  business day after delivery to a telegraph  company or express
                  courier, three business days after deposit in the U.S. Mail as
                  provided  above, or as of the date of delivery (if such day is
                  a business  day, or the next  business day  thereafter  if the
                  date of delivery is not a business day) if  hand-delivered  or
                  facsimile-delivered.

                                                                               8
<PAGE>
                  ii. All notices  shall be sent to  Purchaser at the address as
                  it  appears  on the  Company's  records,  which as of the date
                  hereof is the  address  stated in the  signature  page of this
                  Agreement. All notices to be sent to the Company shall be sent
                  as follows:

                                   U.S. Wireless Data, Inc.
                                      Attention: President
                                2200 Powell Street, Suite 800
                                 Emeryville, California 94608
                                   Facsimile (510) 596-2029

         The  address  and  facsimile  number to which any  notice is to be sent
         hereunder  may be  changed  by the  sending  of notice to such  effect,
         setting  forth the  changed  address  to which  notices  should be sent
         thereafter.

         d. Law Governing.  This Agreement  shall be governed by the Laws of the
         State of  California  in all  respects,  as such  laws are  applied  to
         agreements among California  residents entered into and to be performed
         entirely within California.

         e. Aggregation of Stock. All shares of Common Stock held or acquired by
         affiliated  entities or persons  shall be  aggregated  together for the
         purpose  of  determining  the  availability  of any  rights  under this
         Agreement.

         f. Expenses;  Right to Recover  Attorney Fees.  Irrespective of whether
         the Closing is effected, the Company and each Purchaser shall pay their
         own  respective  costs  and  expenses  incurred  with  respect  to  the
         negotiation,  execution, delivery and performance of this Agreement. If
         any action at law or in equity is necessary to enforce or interpret the
         terms of this  Agreement,  the  prevailing  party  shall be entitled to
         reasonable  attorney's  fees,  costs  and  necessary  disbursements  in
         addition to any other relief to which such party may be entitled.

         g. Finder's Fees. Each party  represents that it neither is nor will be
         obligated for any finders' fee or  commission  in connection  with this
         transaction.  Purchaser  shall  indemnify and hold harmless the Company
         from any liability for any commission or  compensation in the nature of
         a finders' fee (and the costs and  expenses of  defending  against such
         liability  or asserted  liability)  for which  Purchaser  or any of its
         officers,  partners,  employees,  or  representatives is responsible or
         alleged to be  responsible.  The Company  agrees to indemnify  and hold
         harmless   Purchaser   from  any  liability   for  any   commission  or
         compensation  in the  nature  of a  finders'  fee  (and the  costs  and
         expenses of defending against such liability or asserted liability) for
         which the Company or any of its officers,  employees or representatives
         is responsible.

                                                                               9
<PAGE>
         h.  Subsequent  Instruments  and Acts. The parties agree that they will
         execute  any further  instruments  and perform any acts that may become
         reasonably necessary to carry out this Agreement.

         i. Severability. If any term, provision, covenant, or condition of this
         Agreement,  or its application to any person or circumstance,  shall be
         held by a court of competent jurisdiction to be invalid, unenforceable,
         or void,  the  remainder of this  Agreement  and such term,  provision,
         covenant,  or  condition as applied to other  persons or  circumstances
         shall remain in full force and effect.

         j.       Entire Agreement; Amendments.

                  i. Entire  Agreement.  This Agreement and the other  documents
                  and agreements  delivered  pursuant hereto constitute the full
                  and entire agreement and understanding  among the parties with
                  regard to the subjects hereof and thereof.

                  ii.  Amendments in Writing.  This Agreement may not be amended
                  orally. Amendment to this Agreement, or of any supplement, and
                  of the rights and  obligations of the Company and of Purchaser
                  may be made only by the Company and Purchaser in writing.

         k. Authority of Signatories. Each of the undersigned representatives of
         the parties  warrants and represents  that he or she is duly authorized
         to execute this Agreement on behalf of the  respective  party for which
         he or she signs,  and that the  organization  on whose behalf he or she
         signs  is  currently  in  good  standing  in  the  jurisdiction   where
         organized.

         l. Gender, Number and Tense.  Throughout this Agreement, as the context
         may require, the masculine gender includes the feminine and neuter; and
         the neuter gender includes the masculine and feminine; and the singular
         number  includes  the  plural,  and  the  plural  number  includes  the
         singular.

         m.  Headings.  The  headings of the  Sections  and  Paragraphs  of this
         Agreement are inserted for convenience  only and shall not be deemed to
         constitute a part of this Agreement.

         n. Counterparts;  Facsimile Signatures.  This Agreement may be executed
         in two or more counterparts, each of which shall be deemed an original,
         but all of which together shall constitute one and the same instrument.
         Closing  of the  transactions  contemplated  hereby  may be done  using
         facsimile  signatures,  provided  that signed  original  documents  are
         delivered between the parties as soon as practicable thereafter.

                                                                              10
<PAGE>
         o. Purchaser's Status. Purchaser represents and warrants that Purchaser
         is an "accredited"  investor, as defined in Rule 501(a) of Regulation D
         promulgated by the SEC because (please check all that are applicable):

|_|           Purchaser is a director or executive officer of the Company

|X|           Purchaser and Purchaser's spouse (if any) have an aggregate net 
              worth exceeding $1,000,000.

|_|           Purchaser  has had an  individual  income in excess of $200,000 or
              joint income with Purchaser's spouse in excess of $300,000 in each
              of the two most  recent  years  and  reasonably  expects  the same
              income in the current year.

|_|           Purchaser  is an  entity  in which all of the  equity  owners  are
              accredited  investors  within the meaning of Rule 501(a) under the
              Act.

|_|           Purchaser  is a bank,  savings  and loan  association,  broker  or
              dealer,   insurance   company,    investment   company,   business
              development company,  small business investment company,  employee
              benefit  plan,  non-profit  organization,  or  trust  meeting  the
              requirements of Rule 501(a) under the Act.


IN WITNESS WHEREOF,  Purchaser has executed this Common Stock Purchase Agreement
this 12th day of April, 1999.


PURCHASER                                            Address:
/s/ John Liviakis, President
____________________________________         2420 "K" Street, Suite 220
[Signature]                                  Sacramento, CA 95816
LIVIAKIS FINANCIAL COMMUNICATIONS, Inc.
[Print name]                                 (916) 448-6084, telephone
                                             (916) 448-6089, facsimile
-------------------------------------
[Social Security or Tax I.D. Number]


Acceptance Signature Page for Common Stock Purchase Agreement


Name of Purchaser:  John Liviakis


                                    ACCEPTED:

                              U.S. WIRELESS DATA, INC.


                              By:  /s/ Rod Stambaugh
                              ----------------------------------
                                       Rod Stambaugh,  President

                              Date: March 19, 1999
<PAGE>


                            Schedule of Exceptions to

                         COMMON STOCK PURCHASE AGREEMENT

                                 March 19, 1999



2.2 Capitalization.  On March 15, 1999, the Company completed at $250,000 bridge
financing from an existing investor. The investor received a $250,000 promissory
note which bears interest at 10% per annum and is due at the earlier of June 12,
1999,  or receipt by the Company of proceeds  from a subsequent  financing of at
least $1 million.  The investor  received 50,000 shares of the Company's  Common
Stock and a fee equal to 12% of the proceeds of the investment.

Effective  March 19, 1999,  the Company and the  Burtzloff  Family Trust entered
into a Promissory Note Conversion and Stock Purchase  Agreement whereby $500,000
of notes payable plus accrued interest were converted into 598,213 shares of the
Company's Common Stock.

The Company  continues to receive  requests for conversion of Series A Preferred
Stock to Common Stock from existing  investors.  On March 19, the Company issued
approximately 78,500 shares of Common Stock in conversion of Series A stock.



2.3 SEC documents.  On March 11, 1999, the Company  announced that Roger Peirce,
CEO and  Chairman,  resigned  for  personal  reasons.  The Board of Directors is
actively seeking a replacement for Mr. Peirce.