WARRANT

THE SECURITIES  REPRESENTED BY THIS  INSTRUMENT  (INCLUDING THE SHARES  ISSUABLE
UPON EXERCISE OF THIS WARRANT) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED,  OR QUALIFIED UNDER  APPLICABLE  STATE  SECURITIES LAWS AND
HAVE BEEN TAKEN FOR INVESTMENT  PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE
IN CONNECTION WITH ANY DISTRIBUTION  THEREOF.  THE SECURITIES MAY NOT BE SOLD OR
OTHERWISE  TRANSFERRED  IN THE ABSENCE OF SUCH  REGISTRATION  AND  QUALIFICATION
WITHOUT,  EXCEPT UNDER CERTAIN  SPECIFIC  LIMITED  CIRCUMSTANCES,  AN OPINION OF
COUNSEL  FOR THE  HOLDER,  CONCURRED  IN BY COUNSEL  FOR THE  COMPANY  THAT SUCH
REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

Number: DML-1                                                   5,375,000 Shares

                        WARRANT TO PURCHASE COMMON STOCK

U.S.  Wireless Data, Inc, a Colorado  corporation  (the  "Corporation"),  hereby
grants to Dean Michael  Leavitt (the  "Holder")  the right to purchase  from the
Corporation  5,375,000  shares  of the  common  stock  of the  Corporation  (the
"Warrant  Shares"),  subject to the terms and conditions  set forth below.  This
Warrant is issued in connection with and subject to certain  rights,  privileges
and restrictions set forth in the Employment  Agreement entered into between the
Holder and the Corporation (the "Employment Agreement") as of May 3, 1999.

1) Term. This Warrant may be exercised into fully paid and nonassessable  shares
of the Corporation's  Common Stock, at the option of the Holder, at any time and
from time to time in whole or in part  during  the ten years  ending May 3, 2009
(the "Exercise Period").

2) Purchase Price.  2,687,500  shares of this Warrant shall be exercisable  into
the  Corporation's  Common Stock at a price of  Eighty-Seven  and one half cents
(.875)  per share (the  current  fair  market  value of the  Common  Stock),  as
adjusted pursuant to Section 9 below (the "Market Portion"). 2,687,500 shares of
this Warrant shall be exercisable into the Corporation's Common Stock at a price
of One and 465/1000 Dollars ($1.465) per share as adjusted pursuant to Section 9
below (the "$1.465 Portion").

3) Exercise of Warrant.  This Warrant may be exercised in whole or in part,  but
not for less  than one  thousand  (1000)  Warrant  Shares  and in excess of 1000
Warrant  Shares in increments of 1000 Warrant  Shares.  It is exercisable at any
time  during the  Exercise  Period as set forth  below by the  surrender  of the
Warrant to the  Corporation at its principal  office together with the Notice of
Exercise  annexed  hereto duly  completed  and executed on behalf of the Holder,
accompanied  by the amount,  in full,  of the  aggregate  purchase  price of the
Warrant Shares in immediately  available funds. The Corporation  agrees that the
Warrant Shares so purchased  shall be issued as soon as practicable  thereafter,
and that the Holder shall be deemed the record  owner of such Warrant  Shares as
of and from the close of  business  on the date on which this  Warrant  shall be
surrendered together with payment in full as required above.

     (a) The Market Portion of this Warrant shall vest only during employment of
Holder by the Corporation (except for acceleration as provided herein) and shall
be exercisable in accordance with the following formula:

     (1)  10% on or after the date of this Warrant; plus an additional
     (2)  7.5% on or after each of the 2nd day of each of the 12 calendar months
          thereafter
     (3)  100% on or after May 2, 2000

     (b) The $1.465 Portion of this Warrant shall vest only during employment of
Holder by the Corporation (except for acceleration as provided herein) and shall
be exercisable in accordance with the following formula:

     (1)  50% on or after May 2, 2000; plus an additional
     (2)  8.33% on or after each of the 2nd day of each of the 6 calendar months
          thereafter
     (3)  100% on or after November 2, 2000


<PAGE>


     (c) The Market  Portion of this  Warrant  and any portion  thereof  must be
exercised,  to the extent otherwise exercisable,  within 180 days of termination
of Holder's  employment with the  Corporation or any  unexercised  portion shall
then expire,  except that if such 180-day  period  expires in the same  calendar
year as termination of employment,  such  post-termination  exercise period will
extend until January 31 of the following  year.  Holder shall have until 5 years
from date of his  termination of employment with the Corporation to exercise the
$1.465  Portion  of this  Warrant,  to the  extent  otherwise  exercisable  upon
termination..

     (d) Section  5(a)(3) of the Employment  Agreement  contains  provisions for
acceleration  of this  Warrant upon a Change of Control or  termination  without
Cause or for Good Reason.

4)  Cashless  Exercise  Option.   Notwithstanding  the  foregoing,  in  lieu  of
exercising this Warrant for cash, the Holder may elect to receive Warrant Shares
equal to the value of this  Warrant (or equal to the value of the portion of the
Warrant  Shares thereof being  exercised)  which shall be that number of Warrant
Shares when  multiplied  times the Fair Market Value for such Warrant  Shares is
equal to the excess,  if any, by which the Fair  Market  Value of the  aggregate
Warrant Shares being exercised exceeds the aggregate  Exercise Price (determined
by subtracting the Warrant  Exercise Price for one Warrant Share on the exercise
date  from the Fair  Market  Value of one  Warrant  Share on the  exercise  date
multiplied by the number of Warrant Shares exercised) on the exercise date. Fair
Market  Value of one share of a Warrant  Share shall mean the closing  price per
share  of the  Corporation's  Common  Stock  for  the  trading  day  immediately
preceding  such date. The closing price for each such day shall be the last sale
price  regular  way or, in the case no such sale  takes  place on such day,  the
average of the closing bid and asked  prices  regular way, in either case on the
principal  securities  exchange on which the shares of such Common  Stock of the
Corporation are listed or admitted to trading,  or if applicable,  the last sale
price,  or in the case no sale  takes  place on such  day,  the  average  of the
closing bid and asked prices of such Common Stock on the National Association of
Securities  Dealers,  Inc.  (the "NASD")  Automated  Quotation  System (the NASD
Automated  Quotation  System  being  hereinafter  referred to as "Nasdaq") or as
listed on the OTC  Electronic  Bulletin  Board  (the  quotation  system  for the
non-Nasdaq  over-the-counter  market)  (Nasdaq and the OTC  Electronic  Bulletin
Board being collectively  referred to hereinafter as the "OTC Market"), or on or
with any comparable quotation or listing service, or if there shall have been no
sales in the OTC  Market on such day or, if such  Common  Stock is not quoted or
listed in the OTC  Market,  or on or with any  comparable  quotation  or listing
service,  the average of the closing bid and asked  prices as  furnished  by two
members  of the NASD  selected  from  time to time by the  Corporation  for that
purpose.  If such bid and asked prices are not  available,  then the Fair Market
Value per share shall be equal to the fair market  value of such Common Stock as
determined  in good faith by the board of directors of the  Corporation.  In the
event of a cashless exercise, the underlying Warrant must be surrendered, and no
new Warrant shall be issued, except for the balance of the Warrant not exercised
or used to pay the Warrant Exercise Price.

5)  Fractional  Interest.  The  Corporation  shall not be  required to issue any
fractional shares on the exercise of this Warrant.

6) Warrant  Confers  No Rights of  Shareholder.  The  Holder  shall not have any
rights as a shareholder  of the  Corporation  with regard to the Warrant  Shares
prior to actual  exercise  resulting  in the  purchase  of the  Warrant  Shares.
However,  as long as the Warrant remains  outstanding,  Holder shall receive all
shareholder  notices and  correspondence,  shall be notified of all  shareholder
action and meetings and shall have the right to attend all shareholder meetings.


                                       2

<PAGE>


7)  Investment  Representation.  Neither  this  Warrant nor the  Warrant  Shares
issuable  upon the  exercise  of this  Warrant  have been  registered  under the
Securities  Act of  1933,  as  amended  (the  "Securities  Act"),  or any  state
securities  laws. The Holder  acknowledges by acceptance of the Warrant that (a)
he has acquired this Warrant for investment and not with a view to distribution;
and either (b) he has a pre-existing  personal or business relationship with the
Corporation,  or  its  executive  officers,  or by  reason  of his  business  or
financial  experience  be has the  capacity  to  protect  his own  interests  in
connection with the  transaction;  and (c) he is an accredited  investor as that
term is defined in Regulation D promulgated under the Securities Act. The Holder
agrees that any Warrant  Shares  issuable  upon exercise of this Warrant will be
acquired for  investment  and not with a view to  distribution  and such Warrant
Shares will not be registered  under the  Securities  Act and  applicable  state
securities  laws and that such Warrant  Shares may have to be held  indefinitely
unless they are  subsequently  registered or qualified  under the Securities Act
and  applicable  state  securities  laws or,  based  on an  opinion  of  counsel
reasonably satisfactory to the Corporation,  an exemption from such registration
and qualification is available. The Holder by acceptance hereof, consents to the
placement  of the  following  restrictive  legends or similar  legends,  on each
certificate to be issued to the Holder by the Corporation in connection with the
issuance of such Warrant Shares:

THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,  OR QUALIFIED UNDER ANY STATE SECURITIES
LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) There
IS AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER SUCH ACT OR LAWS  COVERING  SUCH
SECURITIES,  OR (B) THE HOLDER  RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF
THE  SECURITIES  SATISFACTORY  TO  THE  CORPORATION,  STATING  THAT  SUCH  SALE,
TRANSFER,  ASSIGNMENT  OR  HYPOTHECATION  IS EXEMPT  FROM THE  REGISTRATION  AND
PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND THE QUALIFICATION  REQUIREMENTS
UNDER APPLICABLE STATE LAW.

8)  Reservation  of  Shares.  The  Corporation  agrees at all times  during  the
Exercise  Period to have authorized and reserved,  for the exclusive  purpose of
issuance and delivery  upon  exercise of this  Warrant,  a sufficient  number of
shares of its common stock to provide for the exercise of the rights represented
hereby.  The Corporation  intends to increase the authorized  Common Stock under
the Articles of Incorporation  at the next meeting of shareholders,  to a number
as  appropriate  to  take  into  consideration  the  foreseeable  needs  of  the
Corporation.

9) Adjustment for  Re-Classification of Capital Stock. If the Corporation at any
time  during  the  Exercise  Period  shall,   by  subdivision,   combination  or
re-classification of securities,  change any of the securities to which purchase
rights under this Warrant exist under the same or different number of securities
of any class or classes,  this Warrant  shall  thereafter  entitle the Holder to
acquire  such  number and kind of  securities  as would have been  issuable as a
result of such change with respect to the Warrant  Shares  immediately  prior to
such  subdivision,   combination,   or   reclassification.   If  shares  of  the
Corporation's  common stock are  subdivided  into a greater  number of shares of
common stock,  the purchase  price for the Warrant  Shares upon exercise of this
Warrant  shall  be  proportionately  reduced  and the  Warrant  Shares  shall be
proportionately increased; and conversely, if shares of the Corporation's common
stock are combined into a smaller number of common stock shares, the price shall
he  proportionately  increased,  and the Warrant Shares shall be proportionately
decreased.

10) Pre-emptive  Rights. In case the Corporation offers any shares of its Common
Stock, or any rights,  options,  or warrants to subscribe for or purchase Common
Stock (or securities convertible into or exchangeable for Common Stock), as part
of a financing of the Corporation  (and not pursuant to an acquisition,  merger,
incentive or compensatory  arrangement  approved by the Board), the Holder shall
be entitled to  subscribe  for such Common  Stock,  or any rights,  options,  or
warrants to subscribe for or purchase  Common Stock (or  securities  convertible
into or exchangeable for Common Stock),  at such price as shall be so offered in
proportion to the holdings the Holder would have had this Warrant been exercised
immediately  prior to the  offerings  in  relationship  to all of the issued and
outstanding equity securities of the Corporation.


                                       3

<PAGE>


11) Loss,  Theft,  Destruction  or  Mutilation  of Warrant.  Upon receipt by the
Corporation  of  evidence  reasonably  satisfactory  to it of the  loss,  theft,
destruction  or mutilation of any Warrant or stock  certificate,  and in case of
loss, theft or destruction,  of indemnity or security reasonably satisfactory to
it,  and  upon  reimbursement  to the  Corporation  of all  reasonable  expenses
incidental thereto, and upon surrender and cancellation of such Warrant or stock
certificate,  if mutilated,  the Corporation will make and deliver a new Warrant
or stock certificate of like tenor and dated as of such cancellation, in lieu of
this Warrant or stock certificate.

12)  Assignment.  The Holder of this Warrant  shall not assign or transfer  this
Warrant without the written consent of the Corporation;  provided however,  that
the Holder,  if a limited  liability  company,  may assign  this  Warrant to its
Members without the consent of the  Corporation,  and provided  further that the
Holder may assign and transfer the Warrant to members of his  immediate  family,
or to a family trust or the like without  consent to the  Corporation,  and upon
death of the  Holder,  his  personal  representative,  executor  or the like may
exercise all vested  portions of the  Warrant.  Notwithstanding  the  foregoing,
Holder may transfer or pledge any vested  portion of the $1.465  Portion of this
Warrant and may pledge any vested portion of the Market Portion of this Warrant,
without  Corporation  consent.  The Holder of this Warrant  shall not assign his
Warrant  unless such  assignment  is in  compliance  with  applicable  state and
federal securities laws. In giving its consent to an assignment, the Corporation
may request an opinion of counsel reasonably acceptable to it that such transfer
is in compliance with all applicable state and federal securities laws.

13) Registration Rights.

     (a) If, at any time  following  the date of issuance of this  Warrant,  the
Corporation shall file a registration  statement for the sale by the Corporation
to the public of its equity securities (other than any registration statement on
Form S-4,  Form S-8, or any  successor  form) with the  Securities  and Exchange
Commission (the "Commission")  while any Registrable  Securities (as hereinafter
defined)  are  outstanding,  the  Corporation  shall give the Holder at least 45
days' prior  written  notice of the filing of such  registration  statement.  If
requested  by the  Holder in writing  within 30 days  after  receipt of any such
notice, the Corporation shall, at the Corporation's sole expense (other than the
fees and disbursements of counsel for the Holder and the underwriting discounts,
if any,  payable in respect of the  Registrable  Securities sold by the Holder),
register  or  qualify  all  or,  at the  Holder's  option,  any  portion  of the
Registrable  Securities of the Holder concurrently with the registration of such
other securities,  all to the extent requisite to permit the public offering and
sale of the  Registrable  Securities  through the  facilities of all  securities
exchanges and the over-the-counter markets on which the Corporation's securities
are  traded,  and will use its best  efforts  through its  officers,  directors,
auditors,  and counsel to cause such registration  statement to become effective
as promptly as  practicable.  Notwithstanding  the  foregoing,  if the  managing
underwriter of any such offering  shall advise the  Corporation in writing that,
in  its  opinion,  the  distribution  of  all or a  portion  of the  Registrable
Securities  requested to be included in the registration  concurrently  with the
securities being registered by the Corporation would materially adversely affect
the distribution of such securities by the Corporation for its own account, then
the Holder if he has requested  registration of his Registrable Securities shall
not be entitled to have such Holder's  Registrable  Securities  (or the portions
thereof so designated by the managing underwriter) included in such registration
statement,  provided that no such exclusion or reduction shall be made as to any
Registrable Securities if any securities of the Corporation are included in such
registration  statement for the account of any person other than the Corporation
and the holder unless the securities included in such registration statement for
such other  person  shall have been  reduced  pro rata to the  reduction  of the
Registrable Securities which were requested to be included in such registration.
As used  herein,  "Registrable  Securities"  shall mean the Warrant  Shares then
issuable  thereunder,  if any which, in each case, have not been previously sold
pursuant  to  a  registration  statement  or  Rule  144  promulgated  under  the
Securities Act.


                                        4


<PAGE>


     (b) In the  event of a  registration  pursuant  to the  provisions  of this
Section 13, the Corporation  shall use its best efforts to cause the Registrable
Securities  so  registered  to be  registered  or  qualified  for sale under the
securities or blue sky laws of such  jurisdictions  as the Holder may reasonably
request;  provided,  however,  that the Corporation  shall not by reason of this
Section 13 be required to qualify to do business in any state in which it is not
otherwise  required to qualify to do  business  or to file a general  consent to
service of process.

     (c) The Corporation  shall keep effective any registration or qualification
contemplated  by this Section 13 and shall from time to time amend or supplement
each  applicable   registration   statement,   preliminary   prospectus,   final
prospectus,  application, document, and communication for such period of time as
shall be  required  to permit the Holder to  complete  the offer and sale of the
Registrable  Securities  covered thereby.  The Corporation  shall in no event be
required to keep any such  registration or  qualification in effect for a period
in excess of nine months from the date on which the Holder is first free to sell
such  Registrable  Securities;  provided,  however,  that, if the Corporation is
required to keep any such  registration or  qualification in effect with respect
to securities  other than the  Registrable  Securities  beyond such period,  the
Corporation  shall  keep  such  registration  or  qualification  in effect as it
relates  to the  Registrable  Securities  for so long as  such  registration  or
qualification  remains  or is  required  to remain in effect in  respect of such
other securities.

     (d) In the  event of a  registration  pursuant  to the  provisions  of this
Section 13, the Corporation  shall furnish to the Holder such reasonable  number
of copies of the  registration  statement and of each  amendment and  supplement
thereto (in each case, including all exhibits), such reasonable number of copies
of each prospectus contained in such registration  statement and each supplement
or amendment thereto (including each preliminary prospectus), all of which shall
conform to the  requirements of the Securities Act and the rules and regulations
thereunder,  and such other documents,  as the Holder may reasonably  request to
facilitate  the  disposition  of the  Registrable  Securities  included  in such
registration.

     (e) In the  event of a  registration  pursuant  to the  provisions  of this
Section  13, the  Corporation  shall  furnish  the Holder with an opinion of its
counsel  (reasonably  acceptable  to the  Holder)  to the  effect  that  (i) the
registration  statement has become  effective  under the  Securities  Act and no
order suspending the effectiveness of the registration statement,  preventing or
suspending the use of the registration  statement,  any preliminary  prospectus,
any final  prospectus,  or any amendment or supplement  thereto has been issued,
nor to the best  knowledge of such counsel has the  Commission or any securities
or blue sky authority of any jurisdiction  instituted or threatened to institute
any  proceedings  with  respect to such an order,  (ii) each  document,  if any,
incorporated  by  reference in the  registration  statement  and the  prospectus
included therein (except for financial  statements and related schedules,  as to
which such counsel need express no opinion)  complied as to form when filed with
the  Commission  in all material  respects with the  Securities  Exchange Act of
1934, as amended (the  "Exchange  Act"),  and the rules and  regulations  of the
Commission  thereunder,  and (iii) the registration statement and the prospectus
included therein and any supplements or amendments thereto (except for financial
statements  and related  schedules,  as to which such  counsel  need  express no
opinion) comply as to form in all material  respects with the Securities Act and
the rules and  regulations  of the  Commission  thereunder.  In  addition,  such
counsel shall state that it has  participated  in conferences  with officers and
other  representatives  of the Corporation,  and  representatives of independent
accountants  for  the  Corporation,  at  which  conferences  such  counsel  made
inquiries of such  officers,  representatives  and  accountants;  discussed  the
contents of the preliminary  prospectus;  the  registration  statement;  and the
prospectus and related matters were discussed and,  although such counsel is not
passing and does not assume any  responsibility  for accuracy,  completeness  or

                                       5
<PAGE>


fairness,   the  statements  contained  in  the  preliminary   prospectus,   the
registration  statement and the  prospectus,  on the basis of the foregoing,  no
facts have come to the  attention of such counsel  which lead it to believe that
either the registration  statement or on any amendment thereto, at the time such
registration   statement  or  amendment  became  effective  or  the  preliminary
prospectus or prospectus or amendment or any  supplement  thereto as of the date
of such opinion  contained any untrue statement or a material fact or omitted to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein not misleading (it being  understood  that such counsel need
express no opinion with respect to the  financial  statements  and schedules and
other financial and statistical data included in the preliminary prospectus, the
registration statement or prospectus). The Corporation shall also furnish to the
Holder a "cold" comfort letter from the independent certified public accountants
of the Corporation in customary form and substance.

     (f) In the  event of a  registration  pursuant  to the  provisions  of this
Section 13, the  Corporation  and the Holder shall enter into a  cross-indemnity
agreement  and a  contribution  agreement,  each in  customary  form,  with each
underwriter,  if any, and, if requested,  enter into an  underwriting  agreement
containing conventional representations, warranties, allocation of expenses, and
customary closing conditions, including, without limitation, opinions of counsel
and accountants,  "cold" comfort letters,  with any underwriter who acquires any
Registrable Securities.

     (g) The Corporation agrees that, until all the Registrable  Securities have
been sold under a registration  statement or pursuant to Rule 144 under the Act,
it shall keep  current in filing all  reports,  statements  and other  materials
required to be filed with the  Commission to permit  holders of the  Registrable
Securities to sell such securities under Rule 144.

14)  Indemnification.


     (a) Subject to the conditions set forth below,  the  Corporation  agrees to
indemnify and hold harmless the Holder and each person, if any, who controls the
Holder within the meaning of Section 15 of the  Securities  Act or Section 20(a)
of the  Exchange  Act,  from and  against any and all loss,  liability,  charge,
claim,  damage and expense whatsoever (which shall include,  for all purposes of
this Section 14,  without  limitation,  attorneys'  fees and any and all expense
whatsoever  incurred  in  investigating,  preparing,  or  defending  against any
litigation,  commenced or threatened,  or any claim whatsoever,  and any and all
amounts paid in settlement of any claim or  litigation),  as and when  incurred,
arising out of, based upon,  or in connection  with (i) any untrue  statement or
alleged untrue  statement of a material fact  contained (A) in any  registration
statement,  preliminary  prospectus,  or final  prospectus (as from time to time
amended and supplemented),  or any amendment or supplement thereto,  relating to
the sale of any of the  Registrable  Securities,  or (B) in any  application  or
other  document or  communication  (in this  Section 10  collectively  called an
"application") executed by or on behalf of the Corporation or based upon written
information  furnished  by  or  on  behalf  of  the  Corporation  filed  in  any
jurisdiction in order to register or qualify any of the  Registrable  Securities
under the  securities  or blue sky laws thereof or filed with the  Commission or
any securities exchange; or any omission or alleged omission to state a material
fact required to be stated therein or necessary to make the  statements  therein
not misleading,  unless such statement or omission was made in reliance upon and
in conformity with written information furnished to the Corporation with respect
to the Holder by or on behalf of such  person  expressly  for  inclusion  in any
registration  statement,  preliminary  prospectus,  or final prospectus,  or any
amendment or supplement thereto,  or in any application,  as the case may be, or
(ii) any breach of any representation,  warranty,  covenant, or agreement of the
Corporation  contained in this  Warrant.  The  foregoing  agreement to indemnify
shall be in  addition to any  liability  the  Corporation  may  otherwise  have,
including liabilities arising under this Warrant.


                                       6

<PAGE>

     If any action is brought against the Holder or any  controlling  persons of
the Holder (an "indemnified  party") in respect of which indemnity may be sought
against the Corporation  pursuant to the foregoing  paragraph,  such indemnified
party or  parties  shall  promptly  notify  the  Corporation  in  writing of the
institution  of such action (but the failure so to notify  shall not relieve the
Corporation  from any liability  under this Section 13(a) unless the Corporation
shall have been materially prejudiced by such failure or relieve the Corporation
from  any  liability  other  than  pursuant  to  this  Section  13(a))  and  the
Corporation  shall  promptly  assume the defense of such action,  including  the
employment of counsel  (reasonably  satisfactory  to such  indemnified  party or
parties) and payment of expenses.  Such indemnified  party or parties shall have
the right to employ its or their own counsel in any such case,  but the fees and
expenses of such counsel  shall be at the expense of such  indemnified  party or
parties  unless the  employment  of such counsel  shall have been  authorized in
writing by the  Corporation in connection with the defense of such action or the
Corporation  shall not have employed  counsel  reasonably  satisfactory  to such
indemnified  party or parties to have  charge of the  defense of such  action or
such indemnified party or parties shall have reasonably concluded that there may
be one or more legal  defenses  available to it or them or to other  indemnified
parties  which  are  different  from or  additional  to those  available  to the
Corporation, in any of which events such fees and expenses shall be borne by the
Corporation and the  Corporation  shall not have the right to direct the defense
of such action on behalf of the indemnified  party or parties.  Anything in this
Section 13 to the contrary notwithstanding,  the Corporation shall not be liable
for any  settlement  of any such claim or action  effected  without  its written
consent,  which  shall not be  unreasonably  withheld.  The  Corporation  agrees
promptly  to  notify  the  Holder  of  the  commencement  of any  litigation  or
proceedings  against the  Corporation  or any of its  officers or  directors  in
connection  with  the  sale of any  Registrable  Securities  or any  preliminary
prospectus,  prospectus,  registration  statement,  or amendment  or  supplement
thereto, or any application relating to any sale of any Registrable Securities.

     (b) The Holder agrees to indemnify and hold harmless the Corporation,  each
director of the  Corporation,  each  officer of the  Corporation  who shall have
signed any registration  statement covering  Registrable  Securities held by the
Holder,  each other  person,  if any, who controls  the  Corporation  within the
meaning of Section 15 of the  Securities  Act or Section  20(a) of the  Exchange
Act, and its or their  respective  counsel,  to the same extent as the foregoing
indemnity from the  Corporation  to the Holder in Section  13(a),  but only with
respect to statements or omissions,  if any, made in any registration statement,
preliminary  prospectus,  or final  prospectus (as from time to time amended and
supplemented), or any amendment or supplement thereto, or in any application, in
reliance  upon and in  conformity  with  written  information  furnished  to the
Corporation  with respect to the Holder by or on behalf of the Holder  expressly
for inclusion in any such registration  statement,  preliminary  prospectus,  or
final prospectus, or any amendment or supplement thereto, or in any application,
as the case may be. If any action shall be brought  against the  Corporation  or
any  other  person  so  indemnified  based on any such  registration  statement,
preliminary  prospectus,  or final  prospectus,  or any  amendment or supplement
thereto, or in any application,  and in respect of which indemnity may be sought
against the Holder  pursuant to this  Section  13(b),  the Holder shall have the
rights and duties given to the  Corporation,  and the Corporation and each other
person so indemnified  shall have the rights and duties given to the indemnified
parties,  by the  provisions  of  Section  13(a);  provided,  however,  that the
obligations of the Holder  hereunder  shall be limited to an amount equal to the
net proceeds to the Holder of securities sold as contemplated herein.

     (c) To provide for just and equitable  contribution,  if (i) an indemnified
party  makes a claim  for  indemnification  pursuant  to  Section  14(a)  or (b)
(subject  to the  limitations  thereof)  but it is  found  in a  final  judicial
determination,  not subject to further appeal, that such indemnification may not
be  enforced  in such case,  even though this  Warrant  expressly  provides  for
indemnification  in such case, or (ii) any  indemnified  or  indemnifying  party
seeks contribution under the Securities Act, the Exchange Act or otherwise, then
the  Corporation  (including  for this  purpose any  contribution  made by or on


                                       7

<PAGE>


behalf of any director of the  Corporation,  any officer of the  Corporation who
signed  any  such  registration   statement,   any  controlling  person  of  the
Corporation,  and its or  their  respective  counsel),  as one  entity,  and the
Registrable  Securities  of the  Holder  included  in such  registration  in the
aggregate  (including  for this purpose any  contribution  by or on behalf of an
indemnified  party),  as a  second  entity,  shall  contribute  to  the  losses,
liabilities,  claims,  damages, and expenses whatsoever to which any of them may
be  subject,  on the  basis of  relevant  equitable  considerations  such as the
relative fault of the  Corporation  and the Holder in connection  with the facts
which resulted in such losses,  liabilities,  claims,  damages and expenses. The
relative fault, in the case of an untrue  statement,  alleged untrue  statement,
omission,  or alleged  omission,  shall be  determined  by, among other  things,
whether such statement, alleged statement, omission, or alleged omission relates
to information  supplied by the  Corporation or by the Holder,  and the parties,
relative intent, knowledge, access to information, and opportunity to correct or
prevent such statement,  alleged statement,  omission, or alleged omission.  The
Corporation  and the Holder agree that it would be unjust and inequitable if the
respective  obligations of the Corporation and the Holder for contribution  were
determined  by pro  rata  or per  capita  allocation  of the  aggregate  losses,
liabilities,  claims,  damages  and  expenses  (even if the Holder and the other
indemnified parties were treated as one entity for such purpose) or by any other
method of allocation that does not reflect the equitable considerations referred
to in this Section  14(c).  No person  guilty of a fraudulent  misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution   from  any   person   who  is  not   guilty  of  such   fraudulent
representation.  For purposes of this Section  14(c),  each person,  if any, who
controls the Holder  within the meaning of Section 15 of the  Securities  Act or
Section  20(a) of the Exchange  Act and counsel to the Holder or control  person
shall have the same rights to  contribution  as the Holder or control person and
each person, if any, who controls the Corporation  within the meaning of Section
15 of the  Securities  Act or Section 20(a) of the Exchange Act, each officer of
the  Corporation  who shall have signed any such  registration  statement,  each
director of the Corporation,  and its or their respective counsel shall have the
same  rights to  contribution  as the  Corporation,  subject in each case to the
provisions  of this Section  14(c).  Anything in this Section 14 to the contrary
notwithstanding,  no party shall be liable for contribution  with respect to the
settlement of any claim or action effected  without its or his written  consent.
This Section 14 is intended to  supersede  any right to  contribution  under the
Securities Act, the Exchange Act or otherwise.

15) Governing Law. This Warrant shall be governed by and construed in accordance
with the laws of the State of Colorado  applicable to contracts between Colorado
residents  entered  into  and to be  performed  entirely  within  the  State  of
Colorado.

16) Amendments. Any term of this Warrant may be amended with the written consent
of the Company and the Holders.

17) Notices.  Unless otherwise provided,  any notice required or permitted under
this  Warrant  shall be given in writing and shall be deemed  effectively  given
upon  personal  delivery  to the party to be  notified  by hand or  professional
courier  service or five (5) days after  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 in the Subscription
Agreement,  or at such other  address as such  party may  designate  by ten (10)
days' advance written notice to the other parties.

18)  Attorneys'  Fees. If any action at law or in equity is necessary to enforce
or interpret the terms of this Warrant,  the prevailing  party shall be entitled
to reasonable  attorneys' fees, costs and disbursements in addition to any other
relief to which such party may be entitled.


                                       8

<PAGE>


19) Expenses.  The  Corporation  shall pay all registrar and transfer  agent and
similar  expenses in  connection  with issuance of the Warrant and the shares of
Common Stock upon exercise of the Warrant.

Originally  executed  as of May 3, 1999;  reexecuted  as of January 4, 2000,  to
reflect repricing authorized as of such date.


By:
    -------------------------------
    U.S. Wireless Data, Inc.

The name and address of the registered Holder of this Warrant is:

Dean Michael Leavitt
50 Catherine Road
Scarsdale, New York  10583


<PAGE>




                               NOTICE OF EXERCISE


To: ______________________

1. The  undersigned  hereby elects to purchase  ______ shares of Common Stock of
____________________________,  pursuant to the terms of the attached Warrant and
tenders herewith payment of the purchase price for such shares in full.

2. In exercising this Warrant,  the undersigned hereby confirms and acknowledges
that the shares of Common Stock are being acquired solely for the account of the
undersigned  and not as a nominee for any other party,  or for  investment,  and
that the  undersigned  will not  offer,  sell or  otherwise  dispose of any such
shares of Common  Stock  except  under  circumstances  that will not result in a
violation of the  Securities  Act of 1933, as amended,  or any state  securities
laws.

3. Please issue a  certificate  representing  said shares of Common Stock in the
name of the undersigned:

4.  Please  issue a new  Warrant  for the  unexercised  portion of the  attached
Warrant in the name of the undersigned:

 Dated:                                     HOLDER
       -------------------------------

                                            By:
                                               ---------------------------------
                                               (Print Name & Title)