U.S. WIRELESS DATA, INC.

                         PROMISSORY NOTE CONVERSION AND
                         COMMON STOCK PURCHASE AGREEMENT



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                                TABLE OF CONTENTS
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                                                                        Page
                                                                        ----

1.  Promissory Note Conversion and Issuance of Common Stock................3
         1.1  Promissory Note Conversion and Issuance of Common Stock......3
         1.2  Closing......................................................3

2.  Representations and Warranties of the Company..........................3
         2.1  Organization, Good Standing and Qualification................4
         2.2  Capitalization...............................................4
         2.3  SEC Documents; Company Financial Statements..................4
         2.4  Authorization................................................5
         2.5  Valid Issuance of Preferred and Common Stock.................5
         2.6  Compliance with Other Instruments............................5
         2.7  Litigation...................................................5
         2.8  Environmental and Safety Laws................................6
         2.9  Title to Property and Assets.................................6
         2.10  Patents and Trademarks......................................6
         2.11  Employee Benefits...........................................6
         2.12  Offering....................................................7
         2.13  Holding Period Under Rule 144...............................7

3.  Representations and Warranties of the Investor.........................7
         3.1  Authorization................................................7
         3.2  Purchase Entirely for Own Account............................8
         3.3  Disclosure of Information....................................8
         3.4  Investment Experience........................................8
         3.5  Accredited Investor..........................................8
         3.6  Restricted Securities........................................8
         3.7  Further Limitations on Disposition...........................8
         3.8  Legends......................................................9

4.  Conditions of each Investor's Obligations at Closing...................9
         4.1  Representations and Warranties...............................9
         4.2  Performance..................................................9
         4.3  Qualifications..............................................10
         4.4  No Material Adverse Change..................................10
         4.5  Officer's Certificate.......................................10
              ---------------------

5.  Conditions of the Company's Obligations at Closing....................10
         5.1  Representations and Warranties..............................10
         5.2  Payment of Purchase Price...................................10
         5.3  Qualifications..............................................10

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6.  Miscellaneous.........................................................10
         6.1  Survival of Warranties......................................10
         6.2  Successors and Assigns......................................10
         6.3  Governing Law...............................................11
         6.4  Counterparts................................................11
         6.5  Titles and Subtitles........................................11
         6.6  Notices.....................................................11
         6.7  Finder's Fee................................................11
         6.8  Expenses....................................................11
         6.9  Amendments and Waivers......................................11
         6.10  Severability...............................................12
         6.11  Entire Agreement...........................................12


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                            U.S. WIRELESS DATA, INC.

                         PROMISSORY NOTE CONVERSION AND
                         COMMON STOCK PURCHASE AGREEMENT



         THIS PROMISSORY NOTE CONVERSION AND STOCK PURCHASE AGREEMENT is entered
into as of the 19th day of March 1999 (the "Effective  Date"), by and among U.S.
Wireless Data, Inc., a Colorado  corporation (the "Company"),  and the Burtzloff
Family Trust  (which is herein  referred to as the  "Investor")  to evidence the
terms and  conditions  pursuant to which the Company and Investor  shall convert
that  certain  Note Payable in the  principal  amount of $500,000  issued by the
Company to Investor as of October 28, 1999 (the  "Promissory  Note"),  a copy of
which is attached hereto as Exhibit A.

         THE PARTIES HEREBY AGREE AS FOLLOWS:

1.       Promissory Note Conversion and Issuance of Common Stock.
         --------------------------------------------------------

     1.1 Promissory Note Conversion and Issuance of Common Stock.
     ------------------------------------------------------------

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

          (b)  Subject  to the  terms  and  conditions  of this  Agreement,  the
     Investor agrees to convert the Promissory Note and all interest accrued but
     unpaid  thereon,  into 589,213 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 after the Closing  Date,  the Company  shall deliver to the Investor a
     certificate  representing  the Shares being  issued to Investor  hereunder,
     against delivery of the original  Promissory Note to the Company,  endorsed
     by Investor as "Paid."

     2.  Representations  and  Warranties  of the  Company.  The Company  hereby
represents  and  warrants  to the  Investor  that,  except  as set  forth on the
Schedule  of  Exceptions   provided  to  Investor  herewith  (the  "Schedule  of
Exceptions"), which exceptions shall be deemed to modify the representations and
warranties of the Company made hereunder:

          2.1 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 has all  requisite  corporate  power and
     authority to carry on its business as now  conducted  and as proposed to be
     conducted.  The Company is duly  qualified  to transact  business and is in
     good standing in each jurisdiction in which the failure to so qualify would
     have a material adverse effect on its business or properties.

          2.2 Capitalization.  The Company's Quarterly Report on Form 10-QSB for
     the period ended December 31, 1998 accurately  describes the authorized and
     outstanding capital stock and securities of the Company as of that date.

          2.3  SEC  Documents;   Company  Financial  Statements.   As  of  their
     respective filing dates,  each annual,  quarterly and other report and each
     registration  statement  filed by Company  with the SEC (the  "Company  SEC
     Documents")  comply in all material  respects with the  requirements of the
     Securities Act of 1933 and the Securities  Exchange Act of 1934, as amended
     (the "Exchange  Act"), as the case may be, and the rules and regulations of
     the SEC  promulgated  thereunder  applicable to such Company SEC Documents,
     and none of the Company SEC  Documents  contained on their filing dates any
     untrue  statement  of a material  fact or omitted to state a material  fact
     required to be stated therein or necessary to make the statements  therein,
     in light of the  circumstances  under which they were made, not misleading,
     except  to  the  extent  corrected  by a  subsequently  filed  Company  SEC
     Document.  The financial  statements of the Company included in the Company
     SEC Documents (the "Company Financial  Statements")  complied as to form in
     all material  respects with the published  rules and regulations of the SEC
     with respect  thereto,  were prepared in accordance  with GAAP applied on a
     consistent  basis  throughout  the  periods  indicated  (except  as  may be
     indicated  in the  notes  thereto  or, in the case of  unaudited  financial
     statements,  as permitted  under Form 10-QSB  under the  Exchange  Act) and
     fairly presented the consolidated  financial position of the Company at the
     respective  dates  thereof and the  consolidated  results of the  Company's
     operations and cash flows for the periods indicated  (subject,  in the case
     of  unaudited   statements,   to  normal  and  recurring   year-end   audit
     adjustments),  except to the extent corrected by a financial statement in a
     subsequently  filed Company SEC  Document.  There has been no change in the
     Company's  accounting  policies or  estimates,  except as  described in the
     notes to the Company Financial Statements or as required by GAAP. Since the
     date of the most recent balance sheet included in the Company SEC Documents
     to the date  hereof,  there has been no  change,  event or  effect  that is
     materially adverse to the business,  assets (including  intangible assets),
     financial  condition  or results of  operations  of the Company  taken as a
     whole,  except for  continuing  losses  incurred in the ordinary  course of
     business  and the  continuing  default by the  Company  (and  consequential
     penalties) on its $2,000,000 of 6% Convertible  Subordinated Debentures Due
     July 21, 2000.  Until such time as the Shares being acquired  hereunder are
     freely transferable by the Investor or any permitted transferee pursuant to
     Rule 144(k),  the Company  agrees to timely file all Company SEC  Documents
     required to be filed pursuant to Rule 144(c)(1).

          2.4  Authorization.  All corporate  action on the part of the Company,
     its officers,  directors and stockholders  necessary for the authorization,
     execution  and  delivery  of  this  Agreement  (as  defined  herein),   the
     performance of all obligations of the Company hereunder and thereunder, and
     the  authorization,  issuance  (or  reservation  for  issuance),  sale  and
     delivery of the Shares being sold hereunder has been taken or will be taken
     prior to the  Closing,  and this  Agreement  constitutes  valid and legally
     binding  obligations of the Company,  enforceable in accordance  with their
     respective  terms,   except  (i)  as  limited  by  applicable   bankruptcy,
     insolvency,   reorganization,   moratorium,   and  other  laws  of  general
     application affecting enforcement of creditors' rights generally,  and (ii)
     as limited by laws relating to the  availability  of specific  performance,
     injunctive relief, or other equitable remedies.

          2.5 Valid  Issuance of Common  Stock.  The Common  Stock that is being
     purchased by the Investor  hereunder,  when issued,  sold and  delivered in
     accordance with the terms of this Agreement for the consideration expressed
     herein, will be duly and validly issued, fully paid, and nonassessable, and
     will be  free of  restrictions  on  transfer  other  than  restrictions  on
     transfer  under  this  Agreement  and under  applicable  state and  federal
     securities laws.

          2.6 Compliance with Other Instruments. The Company is not in violation
     or default of any provision of its Articles of Incorporation or Bylaws,  or
     in any material respect of any instrument, judgment, order, writ, decree or
     contract to which it is a party or by which it is bound, or, to the best of
     its knowledge,  of any provision of any federal or state  statute,  rule or
     regulation  applicable  to the Company,  except as to those  violations  or
     defaults described in the Company's Quarterly Report on Form 10-QSB for the
     period  ended  December  31, 1998 all of which  continue to exist as of the
     date of this  Agreement.  The execution,  delivery and  performance of this
     Agreement and the consummation of the transactions contemplated hereby will
     not result in any such violation or be in conflict with or constitute, with
     or without the passage of time and giving of notice, either a default under
     any such provision of its Articles of  Incorporation  or Bylaws,  or in any
     material  respect  of any  instrument,  judgment,  order,  writ,  decree or
     contract to which it is a party or by which it is bound, or, to the best of
     its knowledge,  of any provision of any federal or state  statute,  rule or
     regulation applicable to the Company.

          2.7 Litigation.  There is no action, suit, proceeding or investigation
     pending or, to the Company's  knowledge,  currently  threatened against the
     Company that  questions  the validity of this  Agreement,  the right of the
     Company to enter into this  Agreement,  or to consummate  the  transactions
     contemplated  hereby, or that might result,  either  individually or in the
     aggregate,  in any  material  adverse  changes  in the  assets,  condition,
     affairs or prospects  of the  Company,  financially  or  otherwise,  or any
     change in the current equity ownership of the Company, except as may result
     from an action  based on the default by the  Company on its 6%  Convertible
     Subordinated Debentures Due July 21, 2000.

          2.8  Environmental  and Safety  Laws.  To its  knowledge  (but without
     having conducted any environmental  assessments or studies), the Company is
     not in violation of any applicable  statute,  law or regulation  concerning
     the environment or occupational  health and safety,  and to the best of its
     knowledge,  no  material  expenditures  are or will be required in order to
     comply with any such existing statute,  law or regulation,  which violation
     is  materially  adverse  to  the  business,  assets  (including  intangible
     assets),  financial condition or results of operations of the Company taken
     as a whole.

          2.9 Title to Property  and Assets.  The Company  owns its property and
     assets  free and clear of all  mortgages,  liens,  loans and  encumbrances,
     except such  encumbrances  and liens that arise in the  ordinary  course of
     business and do not  materially  impair the  Company's  ownership or use of
     such property or assets. With respect to the property and assets it leases,
     the Company is in compliance in all material respects with such leases and,
     to the best of its knowledge,  holds a valid leasehold interest free of any
     liens,  claims or  encumbrances,  except for liens,  claims or encumbrances
     that  do not  materially  impair  the  Company's  ownership  or use of such
     property or assets.

          2.10 Patents and  Trademarks.  To its  knowledge  (but without  having
     conducted any special  investigation  or patent or trademark  search),  the
     Company has  sufficient  title and ownership of or licenses to all patents,
     trademarks,   service  marks,  trade  names,  copyrights,   trade  secrets,
     information, proprietary rights and processes necessary for its business as
     now conducted  without any conflict with or  infringement  of the rights of
     others,  except for such items as have yet to be  conceived or developed or
     that are expected to be available for  licensing on  reasonable  terms from
     third  parties.  The Company has not received any  communications  alleging
     that the Company has violated or, by  conducting  its business as proposed,
     would violate any of the patents,  trademarks,  service marks, trade names,
     copyrights or trade secrets or other proprietary rights of any other person
     or entity.  The Company is not aware that any of its employees is obligated
     under any contract  (including  licenses,  covenants or  commitments of any
     nature) or other agreement, or subject to any judgment,  decree or order of
     any court or  administrative  agency,  that would interfere with the use of
     his or her best  efforts to promote  the  interests  of the Company or that
     would  conflict  with the  Company's  business as proposed to be conducted.
     Neither the execution nor delivery of this  Agreement,  nor the carrying on
     of the  Company's  business by the  employees of the Company,  will, to the
     Company's  knowledge,  conflict  with or result  in a breach of the  terms,
     conditions or provisions of, or constitute a default  under,  any contract,
     covenant or instrument  under which any of such employees is now obligated.
     The  Company  does not  believe it is or will be  necessary  to utilize any
     inventions of any of its employees (or people it currently intends to hire)
     made prior to their employment by the Company.

          2.11 Employee Benefits.  Except as described in the SEC Documents, the
     Company  is not a party to or bound by any  bonus,  deferred  compensation,
     incentive,  pension, retirement,  profit sharing, employee stock ownership,
     stock bonus,  stock purchase,  restricted  stock or stock option plans, any
     employment agreements, retirement agreements or other employee compensation
     agreements,   or  any  other  benefit   plans,   policies,   agreements  or
     arrangements, including but not limited to "employee benefit plans," within
     the meaning of Section 3(3) of the Employee  Retirement Income Security Act
     of 1974, as amended  ("ERISA"),  except as set forth in Section 3.12 of the
     Schedule of Exceptions (each a "Plan" and  collectively  the "Plans").  All
     Plans are in  substantial  compliance  with  ERISA,  the Code and any other
     applicable  laws, and each Plan which is an "employee  benefit plan" within
     the meaning of Section  3(2) of ERISA and which is intended to be qualified
     under Section  401(a) of the Code,  has received a favorable  determination
     letter from the Internal Revenue  Service,  and the Company is not aware of
     any  circumstances  that could result in revocation  of any such  favorable
     determination  letter.  The Company has not engaged in any transaction with
     respect to any Plan subject to ERISA that could  subject the Company to any
     material  tax or  penalty  imposed  by either  Section  4975 of the Code or
     Section  502(i)  of  ERISA.  The  Company  does  not  and  has at no  time,
     sponsored,   maintained,   contributed   to  or  been   obligated  to  make
     contributions  to any employee  benefit pension plan subject to Title IV of
     ERISA including, without limitation, any "multiemployer plan" as defined in
     Section 3(37) or 4001(a)(3) of ERISA.

          2.12  Offering.  Subject  in part to the  truth  and  accuracy  of the
     Investor's  representations  set forth in Section 3 of this Agreement,  the
     offer,  sale and issuance of the Shares as  contemplated  by this Agreement
     are exempt from the  registration  requirements of any applicable state and
     federal  securities  laws, and neither the Company nor any authorized agent
     acting on its behalf  will take any action  hereafter  that would cause the
     loss of such exemption.

          2.13 Holding  Period Under Rule 144.  The Company  represents  to, and
     agrees with,  the  Investor,  that the holding  period for the Shares being
     issued  to  the  Investor  hereunder  commenced,  as  provided  under  Rule
     144(d)(3)(ii),  on October 28,  1998,  the date of the  Investor's  initial
     acquisition of the Promissory  Note being converted into such Common Stock.
     The Company  agrees that,  except as may be required of it as a result of a
     change in the law or SEC  regulations  occurring  after the Effective  Date
     (including  interpretations  of law or  regulations  as set forth in an SEC
     No-Action  Letter first  available  after the Effective  Date), it will not
     assert  any  different  date as the  commencement  of the Rule 144  holding
     period in connection with any further transfer of the Shares.

     3.  Representations  and  Warranties of the Investor.  The Investor,  as to
itself only and not as to any other  Investor,  hereby  represents  and warrants
that:

          3.1 Authorization.  The Investor has full power and authority to enter
     into  this  Agreement  and  it  constitutes   valid  and  legally   binding
     obligations, enforceable in accordance with its terms except (i) as limited
     by applicable bankruptcy, insolvency, reorganization, moratorium, and other
     laws of general  application  affecting  enforcement  of creditors'  rights
     generally,  and (ii) as limited by laws  relating  to the  availability  of
     specific performance, injunctive relief, or other equitable remedies.

          3.2 Purchase Entirely for Own Account. This Agreement is made with the
     Investor in reliance  upon the  Investor's  representation  to the Company,
     which by the  Investor's  execution of this  Agreement the Investor  hereby
     confirms,  that the Shares to be received by the Investor (the  "Security")
     will be acquired  for  investment  for  Investor's  own  account,  not as a
     nominee or agent,  and not with a view to the resale or distribution of any
     part  thereof,  and that the Investor has no present  intention of selling,
     granting any participation in, or otherwise  distributing the same, in each
     case, in violation of the Securities Act or any state  securities  laws. By
     executing this Agreement, the Investor further represents that the Investor
     does not have any contract, undertaking,  agreement or arrangement with any
     person to sell,  transfer or grant  participations to such person or to any
     third person, with respect to the Security.

          3.3 Disclosure of Information.  The Investor  believes it has received
     all the  information  it considers  necessary or  appropriate  for deciding
     whether to purchase the Shares. The Investor further represents that it has
     had an  opportunity  to ask questions and receive  answers from the Company
     regarding  the terms and  conditions  of the offering of the Shares and the
     business, properties, prospects and financial condition of the Company. The
     foregoing,  however,  does not  limit or  modify  the  representations  and
     warranties  of the Company in Section 2 of this  Agreement  or the right of
     the Investor to rely thereon.

          3.4 Investment  Experience.  The Investor is an investor in securities
     of companies in the development  stage and acknowledges  that it is able to
     fend for itself, can bear the economic risk of its investment, and has such
     knowledge  and  experience  in  financial  or business  matters  that it is
     capable of evaluating the merits and risks of the investment in the Shares.
     If other  than an  individual,  Investor  also  represents  it has not been
     organized for the purpose of acquiring the Shares.

          3.5  Accredited  Investor.  The Investor is an  "accredited  investor"
     within the meaning of Securities and Exchange  Commission  ("SEC") Rule 501
     of Regulation D, as presently in effect.

          3.6 Restricted Securities. The Investor understands that the Shares it
     will receive are characterized as "restricted securities" under the federal
     securities  laws inasmuch as they are being  acquired from the Company in a
     transaction  not  involving a public  offering and that under such laws and
     applicable  regulations the Shares may be resold without registration under
     the Act only in certain  limited  circumstances.  In this  connection,  the
     Investor  represents that it is familiar with SEC Rule 144, as presently in
     effect, and understands the resale  limitations  imposed thereby and by the
     Act.

          3.7 Further  Limitations on  Disposition.  Without in any way limiting
     the  representations  set forth above,  the Investor  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 3; provided, and to the extent, this Section and such
     agreement are then applicable, and:

               (a) (i) The  Investor  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 (ii) if  reasonably  requested by the  Company,  the
          Investor  shall have furnished the Company with an opinion of counsel,
          reasonably satisfactory to the Company, that such disposition will not
          require  registration  of such Shares under the Act. It is agreed that
          the Company will not require opinions of counsel for transactions made
          pursuant to Rule 144 except in unusual circumstances.

               (b)  Notwithstanding  the  provisions of Paragraph (a) above,  no
          such  registration  statement or opinion of counsel shall be necessary
          for a transfer by the Investor that (i) 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, or (ii)
          is a trust to a settlor or  beneficiary of such trust or to the estate
          of any such settlor or  beneficiary,  in each case, 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 Investor hereunder.

          3.8 Legends.  It is understood  that the  certificates  evidencing the
     Shares  may  bear  one  or  all  of  the  following  legends  (or a  legend
     substantially similar to the following legends):

               (a)  "These   securities  have  not  been  registered  under  the
          Securities Act of 1933, as amended.  They may not be sold, offered for
          sale,  pledged  or  hypothecated  in  the  absence  of a  registration
          statement in effect with respect to the  securities  under such Act or
          an  opinion  of  counsel   satisfactory   to  the  Company  that  such
          registration  is not  required or unless sold  pursuant to Rule 144 of
          such Act."

               (b) Any legend required by applicable state securities laws.

     4. Conditions of the Investor's  Obligations at Closing. The obligations of
the  Investor  under  subsection  1.1(b) of this  Agreement  are  subject to the
fulfillment  on or before the Closing of each of the following  conditions,  the
waiver of which shall not be effective against the Investor who does not consent
thereto:

          4.1 Representations and Warranties. The representations and warranties
     of the  Company  contained  in  Section  2  shall  be true on and as of the
     Closing with the same effect as though such  representations and warranties
     had been made on and as of the date of such Closing.

          4.2  Performance.  The Company shall have  performed and complied with
     all agreements, obligations and conditions contained in this Agreement that
     are  required  to be  performed  or  complied  with by it on or before  the
     Closing.

          4.3 Qualifications. All authorizations, approvals, or permits, if any,
     of any governmental authority or regulatory body of the United States or of
     any state that are required in connection with the lawful issuance and sale
     of the  Shares  pursuant  to this  Agreement  shall  be duly  obtained  and
     effective as of the Closing.

          4.4 No  Material  Adverse  Change.  Since the date of the most  recent
     balance sheet included in the Company SEC Documents,  there shall have been
     no change,  event, or effect that is materially adverse to the business (as
     such  business  is  presently  conducted  and  as  it  is  proposed  to  be
     conducted),  assets (including  intangible assets),  financial condition or
     results of operations of the Company taken as a whole,  except as described
     in the Company SEC Documents or the  representations  and warranties of the
     Company included herein.

          4.5  Officer's  Certificate.   The  Investor  shall  have  received  a
     certificate  of  the  Company's   President  and  Chief  Financial  Officer
     attesting to Sections  4.1 through 4.4 of this  Agreement as of the Closing
     Date.

     5. Conditions of the Company's  Obligations at Closing.  The obligations of
the Company to the Investor under this Agreement are subject to the  fulfillment
on or before the Closing of each of the following conditions by the Investor:

          5.1 Representations and Warranties. The representations and warranties
     of the  Investor  contained  in  Section  3 shall  be true on and as of the
     Closing with the same effect as though such  representations and warranties
     had been made on and as of the Closing.

          5.2 Payment of Purchase  Price.  The Investor shall have delivered the
     Promissory Note for conversion and cancellation as specified in Section 1.2
     of this agreement.

          5.3 Qualifications. All authorizations, approvals, or permits, if any,
     of any governmental authority or regulatory body of the United States or of
     any state that are required in connection with the lawful issuance and sale
     of the  Shares  pursuant  to this  Agreement  shall  be duly  obtained  and
     effective as of the Closing.

     6. Miscellaneous.

          6.1  Survival  of  Warranties.  The  warranties,  representations  and
     covenants of the Company and Investor contained in or made pursuant to this
     Agreement  shall survive the  execution and delivery of this  Agreement and
     the Closing and shall in no way be  affected  by any  investigation  of the
     subject matter thereof made by or on behalf of the Investor or the Company.

          6.2 Successors and Assigns.  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
     (including transferees of any Shares).  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.

          6.3 Governing Law. This  Agreement  shall be governed by and construed
     under the laws of the State of California  as applied to  agreements  among
     California  residents  entered  into and to be  performed  entirely  within
     California.

          6.4  Counterparts.  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.

          6.5  Titles and  Subtitles.  The  titles  and  subtitles  used in this
     Agreement  are used for  convenience  only and are not to be  considered in
     construing or interpreting this Agreement.

          6.6  Notices.  Unless  otherwise  provided,  any  notice  required  or
     permitted  under  this  Agreement  shall be given in  writing  and shall be
     deemed effectively given upon personal delivery to the party to be notified
     or upon  deposit  with the United  States Post  Office,  by  registered  or
     certified  mail,  postage prepaid and addressed to the party to be notified
     at the address indicated for such party on the signature page hereof, or at
     such other  address as such party may  designate by ten (10) days'  advance
     written notice to the other parties.

          6.7 Finder's Fee. Each party represents that it neither is nor will be
     obligated  for any  finders'  fee or  commission  in  connection  with this
     transaction.  The  Investor  agrees to indemnify  and to 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 such  Investor or any of its
     officers,  partners,  employees,  or  representatives  is responsible.  The
     Company  agrees  to  indemnify  and hold  harmless  the  Investor  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.

          6.8  Expenses.  Irrespective  of whether the Closing is effected,  the
     Company and the Investor 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.

          6.9 Amendments and Waivers.  Any term of this Agreement may be amended
     and the  observance  of any term of this  Agreement  may be waived  (either
     generally  or  in  a  particular  instance  and  either   retroactively  or
     prospectively),  only  with the  written  consent  of the  Company  and the
     Investor.  Any  amendment  or  waiver  effected  in  accordance  with  this
     paragraph  shall be  binding  upon the holder of any  securities  purchased
     under this Agreement at the time  outstanding  (including  securities  into
     which such  securities  are  convertible),  each future  holder of all such
     securities, and the Company.

          6.10  Severability.  If one or more  provisions of this  Agreement are
     held to be  unenforceable  under  applicable  law, such provision  shall be
     excluded  from this  Agreement  and the balance of the  Agreement  shall be
     interpreted  as if such  provision was so excluded and shall be enforceable
     in accordance with its terms.

          6.11 Entire  Agreement.  This Agreement and the documents  referred to
     herein constitute the entire agreement among the parties and no party shall
     be  liable  or bound to any other  party in any  manner by any  warranties,
     representations,  or covenants  except as specifically  set forth herein or
     therein.

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<PAGE>
                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
as of the date first above written.


                                         U.S. WIRELESS DATA, INC.

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

                        Address:         2200 Powell Street, Suite 800
                                         Emeryville, CA  94608


                        INVESTOR:


                                         BURTZLOFF FAMILY TRUST


                                         By: /s/  Charles Burtzloff
                                              --------------------------------
                                                  Charles Burtzloff, Trustee

                        Address:         c/o Cardservice International, Inc.
                                             26775 Malibu Hills Road
                                             Agoura Hills, CA 91301