# AMENDED
AND RESTATED

# CERTIFICATE
OF INCORPORATION

# OF

# U.S.
WIRELESS DATA, INC.

# (Pursuant
to Sections 242 and 245 of the
General Corporation Law of the State of Delaware)

*******************

Jay
Wolf hereby certifies that:

ONE:
The original Certificate of Incorporation of this corporation was filed with the
Secretary of State of the State of Delaware on August 3, 2000 (the "Original
Certificate").

TWO:
He is the duly elected and acting Chief Operating Officer of U.S. Wireless Data, Inc., a
Delaware corporation.

THREE:
The Certificate of Incorporation of this corporation is hereby amended and restated in
its entirety to read as follows:

*******************

# ARTICLE
I

The
name of the corporation (herein called the Corporation) is U.S.
Wireless Data, Inc.

# ARTICLE II

The
address of the registered office of the Corporation in the State of Delaware is
2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle,
19808. The name of the registered agent of the Corporation at such address is
Corporation Service Company.

# ARTICLE
III

The
purpose of the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware (Delaware General Corporation Law).

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# ARTICLE
IV

a.  
The total number of shares of capital stock which the Corporation is authorized
to issue is Twenty Million (20,000,000) shares, consisting of Nineteen Million
(19,000,000) shares of common stock, $.01 par value per share (Common
Stock), and One Million (1,000,000) shares of preferred stock, $.01
par value per share (Preferred Stock).

b.  
The Board of Directors is expressly authorized, subject to the limitations
prescribed by law and the provisions of this Article, at any time, and from time
to time, to provide for the issuance of shares of Preferred Stock in one or more
series, of any number of shares of Preferred Stock, and by filing a certificate
of designation pursuant to Section 151 of the Delaware General Corporation Law,
to establish the number of shares to be included in each series of Preferred
Stock and to fix the powers, designations, preferences, relative rights,
qualifications and restrictions thereof. The authority of the Board of Directors
with respect to each series of Preferred Stock shall include, but not be limited
to, a determination of the following:

|(i) |  | The
number of shares of Preferred Stock  constituting  that series and the  distinctive
designation of that  series;
|--- |  | --------------------------------------------------------------------------------------------------------------------

|(ii) |  | The dividend rate on the shares of Preferred Stock of that series, whether
dividends shall be cumulative, and if so, from which date or dates, and whether
they shall be payable in preference to, or in such relation to, the dividends
payable on any other class or classes or of any other series of the capital
stock of the Corporation;
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iii) |  | Whether that series shall have any voting rights in addition to those provided
by law, and if so, the terms of such additional voting rights;
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------

|(iv) |  | Whether that series shall have conversion or exchange privileges, and if so, the
terms and conditions of such conversion or exchange, including provision for
adjustment of the conversion or exchange rate in such events as the Board of
Directors shall determine;
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(v) |  | Whether or not the shares of that series shall be redeemable, and if so, the
terms and conditions of such redemption, including the manner of selecting
shares for redemption if less than all of the shares are to be redeemed, the
date or dates upon or after which they shall be redeemable and the type and
amount of consideration payable per share in case of redemption, which amount
may vary under different conditions and at different redemption dates;
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(vi) |  | Whether that series shall be entitled to the benefit of a sinking fund to be
applied to the purchase or redemption of shares of that series, and if so, the
terms and amount of such sinking fund;
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(vii) |  | The right of shares of that series to the benefit of conditions and restrictions
upon the creation of indebtedness of the Corporation or any subsidiary, upon the
issuance of any additional stock (including additional shares of such series or
of any other series) and upon the payment of dividends or the making of other
distributions on, and the purchase or redemption or other acquisition by the
Corporation or any subsidiary of, any outstanding stock of the Corporation;
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2

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|(viii) |  | The rights of the shares of that series in the event of a voluntary or
involuntary liquidation, dissolution or winding up of the Corporation and
whether such rights shall be in preference to, or in another relation to, the
comparable rights or any other class or classes or series of capital stock; and
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ix) |  | Any other relative, participating, optional or other special rights,
qualifications, limitations or restrictions of that series.
|---- |  | --------------------------------------------------------------------------------------------------------------------------------

# ARTICLE
V

The
name and mailing address of the sole incorporator is as follows:

| | Mailing
Address
| | ---------------

| | Nyisha
Shakurc/o Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.666 Third AvenueNew York,
New York 10017
| | --------------------------------------------------------------------------------------------------------

# ARTICLE
VI

The
number of directors of the Corporation shall be fixed from time to time in the
manner provided in the By-laws of the Corporation (the
By-laws). The election of directors of the Corporation need
not be by ballot unless the By-laws so require.

# ARTICLE
VII

A
director of the Corporation shall not be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the directors duty of
loyalty to the Corporation or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the Delaware General Corporation Law, or (d) for
any transaction from which the director derived any improper personal benefit.
If the Delaware General Corporation Law is amended after the date of
incorporation of the Corporation to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended.

Any
repeal or modification of the foregoing paragraph by the stockholders of the
Corporation shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or modification for acts or
omissions occurring prior to such repeal or modification.

3

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# ARTICLE
VIII

The
Corporation shall indemnify its officers, directors, employees and agents to the
extent permitted by the Delaware General Corporation Law.

# ARTICLE
IX

| | (a)  
The Board of  Directors  of the  Corporation  is expressly  authorized  to make,  alter
or  repeal the By-laws of the Corporation.
| | ----------------------------------------------------------------------------------------------------------------------------------------

| | (b)  
From time to time any of the provisions of this Certificate of Incorporation may  be
altered, amended or repealed, and other provisions authorized by the laws of  the State
of Delaware at the time in force may be added or inserted, in the  manner and at the time
prescribed by said laws, and all rights at any time  conferred upon the stockholders of
the Corporation by this Certificate of  Incorporation are granted subject to the
provisions of this paragraph (b).
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# ARTICLE
X

Whenever
a compromise or arrangement is proposed between the Corporation and its  creditors or any
class of them and/or between the Corporation and its  stockholders or any class of them,
any court of equitable jurisdiction within  the State of Delaware may, on the application
in a summary way of the  Corporation or of any creditor or stockholder thereof or on the
application of  any receiver or receivers appointed for the Corporation under the
provisions of  Section 291 of Title 8 of the Delaware General Corporation Law or on the
application of trustees in dissolution or of any receiver or receivers appointed  for the
Corporation under the provisions of Section 279 of Title 8 of the  Delaware General
Corporation Law, order a meeting of the creditors or class of  creditors, and/or of the
stockholders or class of stockholders of the  Corporation, as the case may be, to be
summoned in such manner as the said court  directs. If a majority in number representing
three-fourths in value of the  creditors or class of creditors, and/or of the
stockholders or class of  stockholders of the Corporation, as the case may be, agree to
any compromise or  arrangement and to any reorganization of the Corporation as
consequence of such  compromise or arrangement, the said compromise or arrangement and
the said  reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on  all the
stockholders or class of stockholders, of the Corporation, as the case  may be, and also
on the Corporation.

# ARTICLE
XI

The
Board of Directors of the Corporation shall have the broadest possible authority  and
discretion in adoption and maintaining resistance to, and defenses against,  takeover
bids that it deems not to be in the best interests of the Corporation,  including
(without limitation) adopting and maintaining any form of stockholder  rights plan or
poison pill comprised of such terms and features as  the Board deems to be in
the best interests of the Corporation. Without  limitation on the foregoing, the Board
shall have the authority and discretion  to adopt and maintain a stockholder rights plan
or other defensive mechanism  that may be deactivated or redeemed only (1)

*******************

4

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by vote of
continuing directors  (i.e. the directors who put such stockholder rights plan or other
defensive  mechanism in place or the designated successors of such directors) to the
exclusion of newly elected directors nominated or supported by a takeover bidder  or
bidders, (2) after a prescribed delay period following election of directors  making up a
majority of the Board if such new directors are nominated or  supported by a takeover
bidder or bidders, or (3) before election of directors  making up a majority of the board
if such new directors are nominated or  supported by a takeover bidder or bidders. No
bylaw shall limit in any way the  authority of Board of Directors to adopt or maintain
any stockholders rights  plan or otherwise to resist or defend against any takeover bid
that the Board  finds not to be in the best interests of the Corporation.

FOUR: This
Amended and Restated Certificate of Incorporation has been duly approved by the Board of
Directors of this Corporation.

FIVE:
This Amended and Restated Certificate of Incorporation has been duly adopted in
accordance with the provisions of Sections 228, 242 and 245 of the General
Corporation Law of the State of Delaware by the Board of Directors and the
stockholders of the Corporation. The holders of a majority of the outstanding
securities of the Corporation duly approved this Amended and Restated
Certificate of Incorporation.

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IN
WITNESS WHEREOF, U.S. Wireless Data, Inc. has caused this Amended and Restated
Certificate of Incorporation to be signed by its Chief Operating Officer this 23rd day
of March, 2005.

| | By:/s/
Jay WolfName: Jay WolfTitle: Chief Operating Officer
| | -----------------------------------------------------------

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