REDEMPTION AGREEMENT

     THIS REDEMPTION AGREEMENT, dated as of January 31, 2000 (this "Agreement"),
is made by and between U.S.  Wireless Data,  Inc., a Colorado  corporation  (the
"Company"),  and Bold Street,  LLC, a Cayman Islands limited  liability  company
(the "Holder").

                                    RECITALS

     A. The Company issued 1,500,000  shares of Series B Cumulative  Convertible
Redeemable  Preferred  Stock,  no par  value,  $1.00  (plus  accrued  dividends)
liquidation preference of the Company (the "Preferred Shares"), pursuant to that
certain Securities Purchase  Agreement,  dated as of April 30, 1999, between the
Holder and the Company (the "Securities Purchase Agreement").  Capitalized terms
not  otherwise  defined  herein shall have the meanings  ascribed to them in the
Securities Purchase Agreement.

     B. The Preferred  Shares are  convertible  into shares of Common Stock (the
"Conversion  Shares") upon the terms and subject to the conditions  contained in
the Certificate of Designation for the Preferred Shares.

     C.  The  Company  agreed  to  register  the  Conversion  Shares  and  other
securities, including, without limitation, the shares issuable upon the exercise
of that certain  Warrant,  dated as of April 30, 1999,  issued by the Company to
Holder (the "Original  Warrant") with the Securities and Exchange  Commission on
Form SB-2, pursuant to that certain  Registration Rights Agreement,  dated as of
April 30,  1999,  between the Holder and the Company (the  "Registration  Rights
Agreement")  and to pay a three percent (3%) per month penalty in the event that
such registration was not effective on or before July 29, 1999.

     D. The penalty accrued as of the date hereof  pursuant to the  Registration
Rights Agreement equals the sum of $270,000 (the "Accrued Penalty").

     E. The Escrow  Agent (as  defined  in the  Securities  Purchase  Agreement)
retained in a trust  account  the sum of $45,000  (the  "Registration  Hold Back
Amount")  which  was to be paid  on  behalf  of the  Company  to its  securities
attorneys,  the  firm of  Ireland  Stapleton,  upon  the  effective  date of the
registration  of  Conversion  Shares,  which  amount has not been paid from said
trust account.

     F. The Holder has agreed,  pursuant to the terms hereof,  to the redemption
by the Company of the Preferred Stock and in consideration  therefor the Company
has  agreed  to  issue  additional  warrants  to  the  Holder  and  release  the
Registration Hold Back Amount to or on behalf of the Holder.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained  herein and other good and  valuable  consideration  the  receipt  and
sufficiency of which are hereby acknowledged,  the Company and the Holder hereby
agree as follows:



<PAGE>


     1. Redemption.

          (a) On condition that the Company (and Ireland  Stapleton)  authorizes
the release of the  Registration  Hold Back Amount pursuant to paragraph 2 below
and in consideration  therefor,  the Holder hereby agrees that at any time on or
before March 31, 2000, the Company may redeem the Preferred  Stock for an amount
(the  "Redemption  Amount") equal to (i) One Million Eight Hundred  Seventy Five
Thousand Dollars  $1,875,000 (125% of the Stated Value),  plus accrued dividends
on the date of the Redemption is consummated (the "Redemption  Date"), less (ii)
$43,500 of the  Redemption  Hold Back Amount paid pursuant to paragraph 2 below.
As  additional  consideration  for  Holder's  conditional  waiver  of  penalties
provided for in paragraph 1(b) below,  upon the  consummation  of the redemption
(and as a  condition  thereto)  the Company  shall issue a warrant,  in the form
attached hereto as Exhibit A (the  "Redemption  Warrant"),  to purchase  150,000
shares of the Company's  Common Stock,  at an exercise price equal to the lesser
of the closing bid price (as  reported by  Bloomberg)  of the  Company's  Common
Stock on (i) the date hereof or (ii) the business day  immediately  prior to the
Redemption Date.

          (b) On the condition that the redemption of the Preferred  Shares (the
"Redemption") is consummated pursuant to the terms hereof on or before March 31,
2000,  Holder hereby agrees to waive the Accrued  Penalty and other sums arising
from Company's failure to timely register the Conversion Shares.  Time is of the
essence with respect to the  consummation  of the  redemption  of the  preferred
Shares by March 31,  2000 as a  condition  to the  foregoing  waiver of  Accrued
Penalties. If the Company fails to redeem the Preferred Stock on or before March
31, 2000,  the Holder's  waiver of the Accrued  Penalty,  all other sums arising
from the  failure to  register  the  Conversion  Shares  (including  the further
accruing of penalties during the calendar months of February and March) shall be
payable in full by the Company,  less $43,500,  the Redemption  Hold Back Amount
applied to penalties pursuant to paragraph 2 hereof.

          (c) On the  condition  that the  Company is not in default  hereunder,
Holder agrees not to sell, transfer,  assign, otherwise convert or dispose of or
encumber or hypothecate the Preferred Shares prior to March 31, 2000.

          (d) The Company  shall provide  written  notice to Holder at least two
(2) business  days prior to the  Redemption  Date and shall wire the  Redemption
Amount to the trust account of an attorney  designated by Holder (within two (2)
business days after receipt of Company's Notice),  who shall hold the Redemption
Amount in trust until it receives (i) the origins  certificate for the Preferred
Shares, with duly executed stock powers from the Holder, (ii) an original of the
Redemption  Warrant from the Company (iii) and all other  documents  (i.e.  form
escrow  instructions)  such  attorney  may  reasonably  require to disburse  the
Redemption  Amount and the Redemption  Warrant to the Holder and the certificate
for the Preferred  Shares,  with duly executed stock powers to the Company.  All
notices shall be sent as set forth in the Securities Purchase Agreement.

     2. Payment of Registration Hold Back Amount.

          (a)  Upon  the  full  execution  hereof,   the  Company  (and  by  its
acknowledgment  hereof,  Ireland Stapleton Pryor Pascoe, P.C.) hereby authorizes
and  instructs  the Escrow  Agent to release  from its trust  account to the Law


                                       2

<PAGE>


Offices of Michael S.  Rosenblum,  the sum of One Thousand Five Hundred  Dollars
($1,500), for legal fees incurred by Holder in connection with the documentation
of this Agreement.

          (b)  Upon  the  full  execution  hereof,   the  Company  (and  by  its
acknowledgment  hereof,  Ireland Stapleton Pryor Pascoe, P.C.) hereby authorizes
and  instructs  the Escrow Agent to release from its trust account to Holder the
sum of $43,500 to be applied to penalties  due pursuant to paragraph  ___ of the
Registration  Statement  for the  Company's  failure to Register the  Conversion
Shares on or before July 29, 1999. If the Preferred Shares are Redeemed pursuant
to paragraph 1 on or before  March 31, 2000 hereof (time being of the  essence),
all  penalties  which have accrued  under the  Registration  Statement  shall be
waived,  and the $43,500 shall be applied to the  redemption  of the  Conversion
Shares pursuant to paragraph 1(a) above.

     3. Company's Representation and Warranties.

     The Company hereby makes the following representations and warranties, each
of which representations and warranties is and shall be (i) true in all respects
as of the date of this  Agreement,  and (ii) shall  survive  the  closing of the
transactions contemplated hereby:

          (a)  Concerning the Settlement  Shares.  The shares  issuable upon the
exercise of the  Redemption  Warrant,  at the time of such issuance will be duly
authorized and will be duly and validly  issued,  fully paid and  non-assessable
and will not subject the holder thereof to personal liability by reason of being
such holder. There are no preemptive rights of any stockholder of the Company to
acquire said shares.

          (b)  Reporting  Company  Status.  The  Company is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Colorado and has the  requisite  corporate  power to own its  properties  and to
carry on its business as now being conducted. The Company is duly qualified as a
foreign  corporation to do business and is in good standing in each jurisdiction
where the nature of the business  conducted  or property  owned by it makes such
qualification necessary,  other than those jurisdictions in which the failure to
so qualify would not have a material adverse effect on the business,  operations
or  prospects  or  condition  (financial  or  otherwise)  of the Company and its
subsidiaries,  taken as a whole.  The Company has  registered  its Common  Stock
pursuant  to  Section  12 of the 1934 Act,  and the  Common  Stock is listed and
traded on the NASDAQ/Bulletin  Board market. The Company has received no notice,
either oral or written,  with respect to the continued eligibility of the Common
Stock for such listing,  and the Company has maintained all requirements for the
continuation of such listing,

          (c)  Settlement   Agreement.   This  Agreement  and  the  Transactions
contemplated hereby, have been duly and validly authorized by the Company.  This
Agreement has been duly executed and delivered by the Company and is a valid and
binding agreement of the Company,  enforceable in accordance with its terms, and
subject,  as  to  enforceability,   to  general  principles  of  equity  and  to
bankruptcy,  insolvency,  moratorium,  and  other  similar  laws  affecting  the
enforcement of creditors' rights generally.


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<PAGE>


          (d) Non-contravention. The execution and delivery of this Agreement by
the  Company,  and the  consummation  by the  Company of the other  transactions
contemplated by this Agreement, do not and will not conflict with or result in a
breach by the  Company of any of the terms or  provisions  of, or  constitute  a
default under (i) the articles of incorporation or by-laws of the Company,  each
as currently in effect,  (ii) any indenture,  mortgage,  deed of trust, or other
material  agreement or instrument to which the Company is a party or by which it
or any of its  properties or assets are bound,  including any listing  agreement
for the Common Stock (except as herein set forth),  (iii) to its knowledge,  any
existing applicable law, rule, or regulation or any applicable decree, judgment,
or  order  of any  court,  United  States  federal  or  state  regulatory  body,
administrative  agency, or other governmental body having  jurisdiction over the
Company or any of its  properties or assets,  or (iv) any listing  agreement for
its Common Stock, except such conflict, breach or default which would not have a
material adverse effect on the transactions contemplated herein.

          (e)  Approvals.  No  authorization,  approval or consent of any court,
governmental body,  regulatory agency,  self-regulatory  organization,  or stock
exchange or market or the stockholders of the Company is required to be obtained
by the  Company  for the  payment of the  Redemption  Amount or the  issuance of
Redemption   Warrant   as   contemplated   by  this   Agreement,   except   such
authorizations, approvals and consents that have been obtained.

          (f) SEC Filings.  None of the Company's SEC Reports contained,  at the
time they were filed,  any untrue  statement of a material fact or omit to state
any  material  fact  required  to be stated  therein  or  necessary  to make the
statements  made  therein in light of the  circumstances  under  which they were
made, not misleading, except as corrected by an amended filing made prior to the
date hereof.  As of the date of this Agreement,  the Company is current with all
requisite  forms,  reports (and exhibits  thereto)  which it is required to file
with the SEC.

          (g) Full Disclosure. There is no fact known to the Company (other than
general economic conditions known to the public generally or as disclosed in the
Company's  SEC  Reports),  that has not been  disclosed in writing to the Holder
that (i) would  reasonably be expected to have a material  adverse effect on the
business  or  financial  condition  of the Company or (ii) would  reasonably  be
expected  to  materially  and  adversely  affect the  ability of the  Company to
perform its obligations pursuant to this Agreement.

          (h) Absence of Litigation.  Except for the Litigation and as set forth
in the Company's SEC Reports, 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,  threatened against or affecting the Company,  wherein
an unfavorable decision,  ruling or finding would have a material adverse effect
on the  properties,  business or  financial  condition,  results of operation or
prospects of the Company and its subsidiaries,  the transactions contemplated by
this Agreement,  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.

          (i)  Absence  of  Events  of  Default.  No  Event of  Default  (or its
equivalent term), as defined in the respective agreement to which the Company is
a party, and no event which, with the giving of notice or the passage of time or
both,  would become an Event of Default (or its equivalent  term) (as so defined
in such agreement), has occurred and is continuing,  which would have a material
adverse effect on the Company's financial condition or results of operations.


                                       4

<PAGE>


     4. Holder's Representations and Warranties.

     Holder hereby makes the following  representations and warranties,  each of
which representations and warranties is and shall be (i) true in all respects as
of the date of this  Agreement,  and  (ii)  shall  survive  the  closing  of the
transactions contemplated hereby:

          (a)  Settlement  Agreement.  This  Agreement has been duly and validly
authorized,  executed  and  delivered  on behalf  of  Holder  and is a valid and
binding agreement of Holder enforceable in accordance with its terms, subject as
to enforceability to general principles of equity and to bankruptcy, insolvency,
moratorium and other similar laws affecting the enforcement of creditors' rights
generally.

          (b) Non-contravention. The execution and delivery of this Agreement by
Holder and the consummation by Holder of the other transactions  contemplated by
this  Agreement,  do not and will not  conflict  with or  result  in a breach by
Holder of any of the terms or  provisions  of, or constitute a default under (i)
the  incorporation/formation  documents of Holder, as currently in effect,  (ii)
any  indenture,  mortgage,  deed  of  trust,  or  other  material  agreement  or
instrument to which Holder is a party or by which it or any of its properties or
assets are bound, or (iii) to its knowledge,  any existing applicable law, rule,
or regulation or any applicable decree,  judgment, or order of any court, United
Stated  federal  or  state  regulatory  body,  administrative  agency,  or other
governmental  body having  jurisdiction over the Holder or any of its properties
or  assets,  except  such  conflict,  breach or default  which  would not have a
material adverse effect on the transactions contemplated herein.

          (c) Liens.  Holder has good and valid title to the  Preferred  Shares,
free and clear of all liens,  encumbrances,  equities,  claims, proxies or other
voting rights  ("Liens");  and,  upon delivery of the Preferred  Shares upon the
consummation  of the redemption  pursuant to the terms hereof,  the Company will
receive  good and valid  title to the  Preferred  Shares,  free and clear of all
Liens.

     5. Releases.

          (a) The  Company  acknowledges  and agrees that it has  requested  the
Holder to enter into this  Agreement to facilitate  the equity  financing of the
Company by a third party and that Holder has entered  into this  Agreement as an
accommodation to the Company.  The Company is not aware of any claims,  defenses
or offsets that excuse its performance under the Securities  Purchase Agreement,
the Registration Rights Agreement,  the Original Warrant or any other agreements
entered into in connection  therewith (the  "Convertible  Documents") and to the
extent that any such claims, defenses or offsets exist it hereby irrevocably and
unconditionally  waives  them to the  fullest  extent  permitted  by the law. In
furtherance  thereof and as a condition of Holder's entering into this Agreement
and except for the performance by the Holder of the provisions of this Agreement
and  further  except  for  the  representations  and  warranties  of the  Holder
contained  herein  (which  representations,  warranties  and  indemnities  shall
survive the  consummation  of this  Agreement  and as to which the parties shall
continue to be liable),  the Company, for itself and on behalf of all direct and
indirect partners, officers, directors,  employees, affiliates (both persons and
entities),   representatives,   agents,   servants,   trustees,   beneficiaries,


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<PAGE>


predecessors in interest, successors in interest, assigns, nominees and insurers
(collectively,  the  "Company  Releasing  Parties"),  shall  be  deemed  to have
released  and  forever  discharged  the  Holder,  and all  direct  and  indirect
partners,  officers,   directors,   employees,   affiliates  (both  persons  and
entities), agents,  representatives (including investment advisors and managers)
servants,  trustees,  beneficiaries,  predecessors  in interest,  successors  in
interest, assigns, nominees and insurers of each such party, of and from any and
all claims,  demands,  actions and causes of action,  whether  known or unknown,
fixed or contingent, that any of the Company Releasing Parties may have had, may
now have or may hereafter acquire with respect to any matters whatsoever arising
under or in any way related to (i) the Convertible  Documents,  and (ii) any act
which may constitute a defense or offset to its  performance of the  Convertible
Documents.

          (b) Upon the consummation of the redemption by the Company pursuant to
the terms  hereof on or before  March 31, 2000 (time being of the  essence)  and
except for the  performance by the Company of the provisions of this  Agreement,
the Redemption Warrant issued in connection herewith, and further except for the
representations   and   warranties  of  the  Holder   contained   herein  (which
representations,  warranties and indemnities  shall survive the  consummation of
this  Agreement  and as to which the parties shall  continue to be liable),  the
Holder, for itself and on behalf of all direct and indirect partners,  officers,
directors, employees,  affiliates (both persons and entities),  representatives,
agents, servants, trustees, beneficiaries,  predecessors in interest, successors
in interest, assigns, nominees and insurers (collectively, the "Holder Releasing
Parties"),  shall be deemed to have released and forever discharged the Company,
and all direct and indirect partners, officers, directors, employees, affiliates
(both  persons  and  entities),  agents,  representatives,  servants,  trustees,
beneficiaries,  predecessors  in  interest,  successors  in  interest,  assigns,
nominees  and  insurers  of each  such  party,  of and from any and all  claims,
demands,  actions  and  causes of action,  whether  known or  unknown,  fixed or
contingent,  that any of the Holder Releasing Parties may have had, may now have
or may hereafter acquire with respect to any matters whatsoever arising under or
in any way related to the Convertible Documents. Notwithstanding anything to the
contrary  contained herein,  the foregoing release shall not release the Company
from any claims,  demands,  expenses or losses by the Holder Releasing Parties (
or causes of action or remedies  related thereto) arising from (i) the breach by
the Company of covenants and obligations  contained in the Convertible Documents
which  require  it to file and  maintain  the  effectiveness  of a  Registration
Statement for the shares  issuable upon exercise of the Original  Warrant,  (ii)
any  indemnity  by the Company for the benefit of the Holder  Releasing  Parties
contained in the Conversion Documents, or (iii) any breach by the Company of the
Original  Warrant.  This release by the Holder Releasing Party shall take effect
only upon the consummation of the Redemption pursuant to paragraph 1 hereof, and
if the Redemption is not  consummated on or before March 31, 2000 (time being of
the essence) this Release shall be null and void.

          (c) Each of the parties hereto represents, warrants and covenants that
he/she/it has not, and at the time this release becomes effective will not have,
sold, assigned,  transferred or otherwise conveyed to any other person or entity
all or any portion of its rights, claims,  demands,  actions or causes of action
herein released.

     Each of the parties  hereto  acknowledges  that it is familiar with Section
1542 of the Civil Code of the State of California, which provides as follows:


                                       6
<PAGE>


          "A general  release  does not extend to claims which the creditor
          does not  know or  suspect  to exist in his  favor at the time of
          executing the release, which if known by him must have materially
          affected his settlement with the debtor."

Each of the parties hereto hereby waives any and all rights and benefits that it
now has or in the  future  may have  under  Section  1542 of the Civil Code (and
under the  comparable  provisions  of any other  applicable  law) and agrees and
acknowledges  that this Agreement  contains a full and final release applying to
unknown and unanticipated claims, injuries or damages arising out of the subject
matter hereof, as well as to those now known or disclosed.

Each  party  represents  and  warrants  that it has relied  wholly  upon its own
judgment,  belief and knowledge of the existence,  nature, extent or duration of
any claim,  demand, debt, damage,  liability,  account,  reckoning,  obligation,
cost, expense, cause of action, chosen action, right of indemnity,  agreement or
promise that it may have against the released  parties and that it has made full
investigations  with  respect to potential  rights and claims  released and that
such releasing party has not been influenced to any extent  whatsoever in making
the releases  contemplated by this agreement by any  representation or statement
regarding any such matter. Each party further represents and warrants that it is
executing and delivering this Agreement and the releases contemplated  hereunder
after having received full legal advice as to its rights hereunder and the legal
effect  thereof  from legal  counsel of its own  choosing.  Notwithstanding  the
above, this Agreement is not intended to and does not, release or extinguish the
rights of any of the parties to enforce this Agreement.

     6. General Provisions.

          (a) Entire Agreement.  This Agreement and the documents  referred
to herein  constitute the entire  understanding,  arrangement and agreement
among the parties  hereto or any of them with respect to the subject matter
hereof, and supersedes all prior agreements, arrangements,  understandings,
negotiations and discussions with respect thereto among the parties hereto.

          (b) Successors and Assigns.  This Agreement shall be binding upon
and shall inure to the benefit of the parties  hereto and their  respective
successors and assigns.

          (c) Modifications in Writing. No provisions of this Agreement may
be amended,  supplemented or waived except by a writing signed by the party
or parties to be bound thereby.

          (d) Execution in Counterparts.  This Agreement may be executed in
two or more  counterparts,  all of which taken together shall be considered
one and the same agreement and each of which shall be deemed an original.

          (e)  Severability.  In case any provision of this Agreement shall
be held  illegal,  invalid or  unenforceable,  the  legality,  validity and
enforceability  of the remaining  provisions hereof shall not in any way be
affected or impaired thereby.

          (f)  Construction.  This  Agreement  shall  be  governed  by  and
construed  under  the  laws  of  the  State  of  California.   The  parties
acknowledge  that each party and its counsel have reviewed and revised this

                                     7

<PAGE>


Agreement  and  that  no  rule  of  construction  to the  effect  that  any
ambiguities are to be resolved against the drafting party shall be employed
in the interpretation of this Agreement or any amendments or exhibits to it
or any document  executed and delivered by either party in connection  with
this  Agreement.  All captions in this Agreement are for reference only and
shall not be used in the  interpretation  of this  Agreement or any related
document.  All Exhibits attached hereto are hereby  incorporated  herein by
reference.

          (g) Attorneys' Fees. In the event any dispute between the parties
to this  Agreement  should result in litigation or other  proceedings,  the
prevailing  party shall be reimbursed by the  non-prevailing  party for all
reasonable costs and expenses,  including,  without limitation,  reasonable
attorneys'  fees,  incurred by the prevailing party in connection with such
litigation or other proceeding and any appeal thereof. Such costs, expenses
and fees shall be included in and made a part of the judgment  recovered by
the prevailing party, if any.

          (h)  Conflicting  Terms.  To the extent  any of the terms  herein
conflict  with the terms of the  Convertible  Documents,  the terms  herein
shall prevail.

          (i) Informed Consent. The parties admit,  acknowledge and declare
that each has given  mature and careful  thought and  consideration  to the
making of this Agreement and to all of the  obligations  hereby  undertaken
and the rights  hereby  extinguished  or created;  that this  Agreement  is
entered into voluntarily, after advice of counsel, free of undue influence,
coercion, duress, menace or fraud of any kind; that this Agreement and each
and every  paragraph  and every  part  hereof has been  carefully  read and
explained; and, that each fully and completely understands and is cognizant
of all of the terms and conditions in this Agreement.

     IN WITNESS  WHEREOF,  the  undersigned has signed this Agreement as of
this __ day of January 2000.

                                U.S. Wireless Data, Inc., a Colorado corporation


                                By:
                                   ---------------------------------------------

                                Bold Street, LLC, a Cayman Islands limited
                                liability company


                                By:
                                   ---------------------------------------------


AGREED TO AND APPROVED WITH
RESPECT TO THE REDEMPTION
HOLD BACK AMOUNT, ON THIS _____
DAY OF FEBRUARY, 2000, BY:

Ireland Stapleton Pryor Pascoe, Inc.


By:
   ------------------------------------



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