REPURCHASE AGREEMENT

     In order to induce Commonwealth  Associates  ("Commonwealth") to complete a
private placement of securities for U.S. Wireless Data, Inc. (the "Company") and
for  other  good  and  valuable   consideration,   receipt   whereof  is  hereby
acknowledged, the undersigned hereby agrees as follows:

     (1) The  undersigned  represents  and  warrants  to the  Company  that  the
undersigned  is the record and  beneficial  owner of the number of shares of the
Company's  Series B Convertible  Preferred Stock and the principal amount of its
6% Convertible Debentures set forth below (collectively,  the "Securities"), and
that the Securities are the only debt or equity  securities of the Company owned
by the undersigned other than Common Stock and the warrants set forth below.

     (2) The  undersigned  agrees  that,  if the  Company  completes  a  private
placement  raising gross  proceeds of at least $5 million,  by March 31, 2000 (a
"New  Financing"),  the undersigned will sell the Securities to the Company or a
designee  of the  Company  for  125% of the  original  principal  amount  and/or
liquidation  value of the  Securities  as set forth in Section 7 (the  "Purchase
Price").

     (3) The  closing of the sale  shall  take  place on the same day,  time and
place as the closing of the New Financing,  provided that the Company shall give
the  undersigned  three  days  prior  written  notice of the  closing of the New
Financing.  At such closing, the undersigned shall deliver to the Company or its
designee  certificates  representing the Securities,  duly endorsed for transfer
and free and  clear of all Liens  (as  defined  below)  against  payment  of the
Purchase Price.

     (4)  The  undersigned  represents  and  warrants  to  the  Company,  and by
delivering  the  Securities  to the  Company at the  closing  shall be deemed to
represent and warrant to the Company as of the closing date, that:

           (a) The undersigned has good and valid title to the Securities,  free
and clear of all liens, encumbrances,  equities, claims, proxies or other voting
rights ("Liens");  and, upon delivery of such Securities and the consummation of
the sale pursuant hereto,  the Company will receive good and valid title to such
Securities, free and clear of all Liens.

           (b) All consents, approvals,  authorizations and orders necessary for
the execution,  delivery and  performance  by the  undersigned of this Agreement
have been obtained;  and the undersigned has full right,  power and authority to
execute,  deliver and perform this Agreement;  and this Agreement is a valid and
binding  obligation of the undersigned,  enforceable  against the undersigned in
accordance with its terms.

           (c) The undersigned has no claims against the Company with respect to
the Securities and the related  agreements,  including without  limitation,  any
claims as to  registration  rights,  dividends,  interest or penalties,  and the
undersigned  hereby  waives in full any and all such  claims or rights,  past or
present or future,  against the Company, and all such documents representing the
Securities or executed in connection therewith shall become null and void.


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     (5) The undersigned  irrevocably waives past, present and future dividends,
interest and all  penalties  relating to the  ownership of  Securities,  and the
Warrants,  the  Shares  and any other  securities  of the  Company  owned by the
undersigned   (collectively,   the  "Other   Securities")   including,   without
limitation,  penalties  relating to late  registration  of the Securities or the
Other  Securities,  and agrees that unless a New  Financing  has not occurred by
March 31, 2000, the Company need not pursue the  registration  of the securities
or the Other Securities.

     (6) The undersigned  agrees not to sell,  transfer,  assign,  give away, or
otherwise convert or dispose of or hypothecate the Securities or otherwise place
a Lien on the  Securities  unless a New  Financing has not occurred by March 31,
2000.

     (7) Securities owned by the undersigned to be sold as set forth above:

         227,353  shares  of  Series  B  Convertible  Preferred  Stock  with   a
         liquidation  value equal to $227,353.00  (therefore  Purchase  Price of
         284,191,25$); and

         $1,000,000.00 principal amount  of 6% Convertible Debentures (therefore
         Purchase Price of 1,250,000.00$).

     (8)  The  undersigned  hereby  acknowledges  that  they  waive  any and all
anti-dilution rights that may have been triggered,  or may be triggered,  as the
result of any  issuances of any  securities by the Company,  including,  without
limitation,  the 15  million  warrants  issued  in  connection  with the  bridge
financing  announced by the Company on January 13,  2000,  and that the Warrants
shall  only be  exercisable  for the  original  number of shares  for which such
Warrants were exercisable as of the original date of their issuance.

     (9) This  agreement  shall be null and void if the  company  shall not have
wired  232,500$  to RBB Bank to  redeem  the  225,000$  bridgeloan  on or before
January 21, 2000 or shall not have issued to the  bridgeloanholders  warrants to
purchase  22,500  shares of USWD common stock,  at $1.50 per share,  exercisable
through July 6, 2004.

     (10) This agreement shall be null and void if the securities  listed in (7)
shall not have been  repurchased by the Company for  1,534,191,25$  on or before
March 31, 2000 and all rights of the holders shall be reestablished as they were
before the signing of this agreement.


     IN WITNESS  WHEREOF,  the  undersigned has signed this Agreement as of this
18th day of January 2000.


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                                                Name:
                                                Title:




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