U.S. WIRELESS DATA, INC.

                    NOTE AND COMMON STOCK PURCHASE AGREEMENT


     1. General.  This Note and Common Stock  Purchase  Agreement sets forth the
terms under  which the  undersigned  ("Investor")  agrees to purchase a $250,000
principal amount,  10% Promissory Note (the "Note") of U.S. Wireless Data, Inc.,
a Colorado  corporation  (the  "Company")  due June 12,  1999 (the "Due  Date"),
together  with  50,000  shares no par value  Common  Stock of the  Company  (the
"Common  Stock").  The shares will be issued as  restricted  securities  and the
Company  will include the shares in the  Registration  Statement to be filed for
the 6% Convertible Debentures and other share issuances.

     By execution hereof,  Investor  acknowledges that Investor understands that
the Company is relying upon the accuracy of the  representations  and warranties
of Investor contained herein.

     2.  Subscription  Amount and  Payment.  Investor  tenders  $250,000 in full
payment for theNote and Common Stock.


     3.  Company  Need  for  Additional  Financing;  Investor's  Right  of First
Refusal.

          a. Need for Additional Financing. Investor understands and agrees that
     the Company is presently engaged in several  negotiations  aimed at raising
     substantial   additional   equity  financing  in  an  amount  of  at  least
     $1,000,000,  but may require  additional  bridge  financing  in the form of
     Company  debt in the  immediate  future,  and  prior to the  time  when the
     Company is able to  complete a more  substantial  equity or debt  financing
     (such  intermediate  funding  being  referred to  hereafter  as the "Bridge
     Financing"). Investor agrees that the Company shall be entitled to seek and
     obtain such Bridge Financing.

          b. First Right of Refusal.  Investor is hereby  given a right of first
     refusal to fund any such additional Bridge  Financing.  Upon receipt by the
     Company  of any bona  fide  proposal  for such  Bridge  Financing  from any
     person,  the Company shall provide a copy of the proposal  and/or a summary
     of the terms of such proposed  financing to Investor,  which shall have one
     business  day from  receipt of such  information  to  determine  whether to
     exercise its first right of refusal,  and fund the Bridge  Financing on the
     same  terms and  conditions  as have been  offered by the other  party.  If
     Investor  rejects  such offer,  or fails to respond  within the  applicable
     period,  the Company  shall be free to accept such  proposal from the other
     party.  Any  substantial  change in the terms of such proposal by the other
     party  subsequent  to a rejection  by Investor  and prior to funding  shall
     reactivate  Investor's first right of refusal,  which shall be presented to
     Investor on the revised terms.

     4. Prepayment of the Note.  Investor  understands that the Company has been
engaged in discussions with various parties,  including Investor,  regarding the
possible  issuance by the Company of additional debt or equity securities (apart
from the Bridge Financing described in Section 4 above),  including the possible
issuance of a Preferred  Stock to be  authorized  and issued by the Company upon
final  agreement  as to the  terms of such  Preferred  Stock.  The  Company  and
Investor  agree  that at any time  prior to the Due Date of the  Note,  the Note
shall be paid in full (as to all amounts of unpaid  principal  and interest then
owing)  from the  proceeds of the sale of any equity or debt  securities  of the
Company (including shares of Preferred Stock), provided the Company has received
gross  proceeds in the minimum amount of U.S. One Million  Dollars  ($1,000,000)
from the sale of such  equity or debt  securities  (but from  which  amount  any
proceeds from a Bridge Financing shall be excluded).

     5. Investor's Representations and Warranties. Investor represents, warrants
and covenants to the Company that:

          a. Investor has carefully  reviewed the  information  contained in the
     Company's  most  recent  Quarterly  Report on Form  10-QSB  for the  fiscal
     quarter  ended  December  31,  1998.  Investor  acknowledges  Investor  has
     received,  read,  understood and become thoroughly  familiar with the "Risk
     Factors" section set forth therein, as well as the "Risk Factors" contained
     in the  Company's  Annual  Report on Form  10-KSB for the fiscal year ended
     June 30, 1998.  Investor has not relied on any information or statement not
     contained  in  these  financial  reports.   Investor  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  what is stated in the
     financial reports.



          b. Investor has had an adequate  opportunity  to discuss the Company's
     business,  management and financial  affairs with the Company's  management
     and has received satisfactory responses to such inquiries.

          c. By reason of  Investor's  business and  financial  experience or of
     those  persons  Investor  has retained to advise  Investor  with respect to
     Investor's  investment in the Company,  Investor,  together with Investor's
     advisors,  has the  capacity  to  evaluate  the  merits  and  risks  of the
     prospective investment.

          d. Investor has been informed  that all  documents,  records and books
     pertaining to the Company and this  investment  were at all times available
     to Investor.  Investor has utilized such access to Investor's  satisfaction
     for the purpose of obtaining  information  regarding  the  investment.  All
     documents,  records and books  pertaining to this  investment  requested by
     Investor have been made available to Investor and the persons  Investor has
     retained to advise Investor with respect to this  investment.  Investor and
     such persons have been supplied with such additional information concerning
     this investment as they have requested.

          e. To the extent  Investor  deemed  necessary,  Investor has consulted
     with Investor's attorney and/or Investor's accountant regarding all aspects
     of the proposed  investment,  including the tax aspects  thereof,  and said
     attorney  and/or  accountant  have reviewed and analyzed the Company's most
     recent financial reports on Form 10-KSB and Form 10-QSB.

          f. Investor is able to bear the economic risk of this  investment  and
     could afford a complete loss of such investment.

          g. Investor is the sole party in interest as to the  investment and is
     acquiring  the Note and  Common  Stock  for  Investor's  own  account,  for
     investment  only and not with a view  toward  the  resale  or  distribution
     thereof,  unless and until the initial  Common  Stock is  registered  under
     applicable  federal  and state  securities  law or an  exemption  from such
     registration requirements is available for distribution of the shares.

          h. Investor understands that neither the Note nor the shares of Common
     Stock have been registered under the Securities Act of 1933 (the "Act") and
     may not be resold unless  registered or an exemption from such registration
     is available.  Investor agrees that Investor will not attempt to dispose of
     the Note or, if applicable,  the shares that may be issued upon  conversion
     of the Note, except in compliance with the Act.

          i.  Investor  has the  authority to purchase the Note and Common Stock
     and to execute any other  instruments or documents  required to be executed
     in connection with a purchase of the Note and Common Stock.


     6.  Indemnification.  The Investor  shall  indemnify  and hold harmless the
Company,  the officers,  directors,  employees and/or agents of the Company 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 the  Investor's  representations
and warranties to be fully true, correct,  and complete or Investor's failure to
fulfill any of Investor's covenants or agreements under this Agreement.

     7. Events of Default.  The Note will be considered  in default  immediately
upon the happening of any of the following events:

          a. Failure to pay any installment of principal and interest within ten
     (10) days of its due date; or

          b. the Company (I) admits in writing  its  inability  to pay its debts
     generally  as they  become  due,  (II) files a petition  in  bankruptcy  or
     petition to take advantage of any insolvency act, (III) makes an assignment
     for the benefit of its  creditors,  (IV) consents to the  appointment  of a
     receiver of itself or of the whole or any substantial part of its property,
     (V) a petition  in  bankruptcy  filed  against  it, has an order for relief
     entered against it, (VI) files a petition or answer seeking  reorganization
     or arrangement  under the federal  bankruptcy laws or any state  insolvency
     law, or (VII)  distributes any of its assets upon any dissolution,  winding
     up-or liquidation of the Company.

     8. Miscellaneous.

          a. This  Agreement  shall be governed by and  construed in  accordance
     with the laws of the State of Colorado, excluding, however, so much of said
     law as relates to conflict of laws and/or choice of law.

          b. This Agreement  contains the entire  agreement  between the parties
     with respect to its subject  matter.  The  provisions of this Agreement may
     not be modified or waived except in writing signed by the party to be bound
     by any which modification or waiver.

     9. NASD  Affiliation.  Neither  Investor  nor any  person  affiliated  with
Investor is a member of a broker-dealer  licensed with the National  Association
of Securities Dealers, Inc. ("NASD") nor is any such parson affiliated, directly
or  indirectly,  by  ownership  or  otherwise,  with any  NASD  member.  

     10. Investor's Status.  The Investor  represents and warrants that Investor
is an accredited investor because (please initial all that are applicable):

       ___      The Investor is a director or executive officer of the Company.

       ___      The Investor and Investor's spouse (if any) have an aggregate 
net worth exceeding $1,000,000.

                  ___ The  Investor  has had an  individual  income in excess of
$200,000 or joint income with Investor'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.

                  ___ The  Investor  is an  entity  in which  all of the  equity
owners are accredited investors within the meaning of Rule 501(a) under the Act.

                 _X__ The  Investor  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,  Investor has executed this Note Purchase
Agreement the ______ day of _______, 1999.

RBB Bank as agent for clients
----------------------------------        ACCEPTED:
(Print Name)

/s/ Herbert Strauss
----------------------------------        U.S. WIRELESS DATA, INC.
(Signature) Herbert Strauss,
Managing Director US Equity

Social Security or Tax I.D. Number:       /s/ Robert E. Robichaud
-----------------------------------       ---------------------------------
                                          By: Robert E. Robichaud, President
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Address:                                  Date: March 12, 99
Burgring 16
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8010 Graz, Austia             
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