EXHIBIT 4.1


THIS  OPTION  AND THE STOCK  ISSUABLE  UPON THE  EXERCISE  HEREOF  HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),  AND CAN BE
TRANSFERRED  ONLY IN COMPLIANCE  WITH THE ACT AND  APPLICABLE  STATE  SECURITIES
LAWS.  THIS OPTION AND SUCH SHARES MAY NOT BE SOLD,  TRANSFERRED  OR ASSIGNED IN
THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT,  UNLESS, IN THE OPINION OF
COUNSEL FOR THE COMPANY OR COUNSEL FOR THE REGISTERED  HOLDER (WHICH SHALL BE IN
FORM AND FROM SUCH COUNSEL AS SHALL BE REASONABLY  SATISFACTORY TO THE COMPANY),
SUCH REGISTRATION IS NOT THEN REQUIRED. NO REGISTRATION RIGHTS HAVE BEEN GRANTED
WITH RESPECT TO THIS OPTION AS OF ITS ORIGINAL DATE OF ISSUANCE.


                            U.S. WIRELESS DATA, INC.

                      NONQUALIFIED STOCK OPTION CERTIFICATE

         U.S. Wireless Data, Inc., a Colorado corporation ("Company"),  for good
and valuable consideration, including the incentive to the Optionee to remain as
an employee of the Company as a result of ownership  or  increased  ownership of
the  Company's  no par value  common  stock  ("Common  Stock"),  the receipt and
sufficiency of which consideration hereby is acknowledged, irrevocably grants to
the Optionee the option ("Option") to purchase the following number of shares of
Common Stock:

                Optionee                            Number of Shares
                --------                            ----------------

             Roger L. Peirce                           1,260,984


The  effective  date of this grant is November 23, 1998 ("Date of Grant") and is
subject to the following terms and conditions:

         1. EXERCISE PRICE. The purchase price ("Exercise  Price") for shares of
Common  Stock  purchasable  pursuant  to this Option  shall be Two and  563/1000
Dollars  ($2.563) per share,  which shall be paid in full in cash at the time of
exercise;  provided,  however, that the Board of Directors of the Company may in
its sole  discretion  permit  payment  to be made with  shares of the  Company's
Common  Stock owned by Optionee or shares  purchasable  by Optionee  pursuant to
exercise  of this  Option  in such a  manner  that  Optionee  shall  not have to
surrender any cash to exercise this Option (a "Cashless Exercise"). The Exercise
Price  represents the fair market price of the Company's  Common Stock as of the
date this  Option is  granted.  Optionee  shall have no rights  with  respect to
dividends or have any other rights
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as a shareholder  with respect to shares  subject to this Option until  Optionee
has given written  notice of the exercise of the Option and has paid in full for
such shares.

         2. TIME OF  EXERCISE.  This  Option may be  exercised  as to all or any
portion of the total shares  covered by this Option  immediately  on the Date of
Grant,  and shall expire on the later of  September  1, 2002,  or one year after
cessation  of the  Executive's  relationship  with the Company in any  capacity,
including service provided to the Company as an employee,  officer,  director or
consultant.  The period of time  during  which the Option  may be  exercised  is
referred to herein as the "Option Period."

         3. COMPANY'S  REPURCHASE  RIGHTS. The shares purchased upon exercise of
this  Option  shall be subject to the right of the  Company to  repurchase  such
shares  at the  same  price  paid for them by the  Optionee;  provided  that the
Company's  repurchase  rights shall terminate  incrementally in 48 equal monthly
installments commencing on the date of grant of this Option, irrespective of the
date of actual  exercise of the  Option.  The  repurchase  rights of the Company
shall terminate  completely (thereby vesting Optionee's rights in and to 100% of
the shares) in the event of a change in control of the  Company,  which shall be
defined for purposes hereof as: (1) a transaction involving the sale or transfer
(in one or more related  transactions)  of a  sufficient  quantity of the voting
securities of the Company such that upon completion of the  transaction(s),  the
holders of such  securities  have the right to elect a majority  of the Board of
Directors of the Company;  (2) a merger,  acquisition or other reorganization of
the Company by another entity (other than a parent or subsidiary of the Company)
in which the  Company  is not the  surviving  entity;  or (3) the sale of all or
substantially  all assets of the Company  other than in the  ordinary  course of
business.

         4.  NUMBER OF SHARES  PURCHASABLE  AT ANY ONE TIME.  This Option may be
exercised only for at least 100 shares of Common Stock or a multiple  thereof or
for the full number of shares for which the Option is then exercisable.

         5. DEATH OF OPTIONEE.  If Optionee  dies during  Optionee's  employment
with the  Company,  this Option  shall be  exercisable  only as to that  portion
exercisable as of the date of death and within one year after Optionee's  death,
or the last day of the Option  Period,  whichever  is earlier,  by the  personal
representative or administrator of Optionee's  estate, or by any trustee,  heir,
legatee or beneficiary to whom Optionee's rights under this Option shall pass by
will or the laws of descent and  distribution  to the extent that  Optionee  was
entitled to exercise this Option at the time of Optionee's death.

         6.  RETIREMENT OF OPTIONEE.  If Optionee's  employment with the Company
terminates by reason of retirement,  the Option shall be exercisable  within the
one year period  following  Optionee's  retirement as described  above,  but not
later  than the last day of the  Option  Period,  and then only to the extent to
which the Option was  exercisable at the time of such  termination of employment
by retirement.  However,  if Optionee dies within three months after termination
by  retirement,  the  Option,  to the extent it was  exercisable  at the time of
Optionee's death, shall thereafter be exercisable for one year after the date of
Optionee's death, but not later than the last day of the Option Period.


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<PAGE>
         7. DISABILITY OF OPTIONEE.  If Optionee becomes permanently and totally
disabled,  and at the time of such  disability  Optionee is entitled to exercise
one or more  installments  under this Option,  Optionee  shall have the right to
exercise this Option  within one year after such  disability  provided  Optionee
exercises  this Option  within the Option  Period and then only to the extent to
which this Option was exercisable at the time of such  disability.  For purposes
of this Section 7 an Optionee shall be considered to be totally and  permanently
disabled if a qualified medical  physician  approved by the Company certifies to
the Company that such Optionee is unable to be gainfully employed by the Company
by reason of a diagnosed and  determinable  physical or mental  impairment which
can be expected to result in death or has lasted and can be expected to last for
a continuous period of not less than 12 months.

         8.  NONTRANSFERABILITY OF OPTION. This Option may not be transferred by
Optionee otherwise than by will or the laws of descent and distribution.  During
Optionee's lifetime, this Option shall be exercisable only by Optionee.

         9.  LEAVE OF  ABSENCE.  For  purposes  of this  Option,  (i) a leave of
absence,  duly  authorized  in writing by the Company,  for military  service or
sickness,  or for any other  purpose  approved by the Company,  if the period of
such leave does not exceed 90 days,  and (ii) a leave of absence in excess of 90
days, duly authorized in writing by the Company,  provided  Optionee's  right to
reemployment is guaranteed either by statute or by contract, shall not be deemed
a termination of employment.

         10. CHANGES IN CAPITAL;  CERTAIN  REORGANIZATIONS.  If the  outstanding
Common Stock of the Company which is subject to this Option shall at any time be
changed or exchanged by declaration of a stock dividend,  split-up,  subdivision
or  combination  of shares,  recapitalization,  merger,  consolidation  or other
corporate reorganization in which the Company is the surviving corporation,  the
number of and kind of shares subject to the Option and the Option Price shall be
appropriately and equitably adjusted so as to maintain the proportionate  number
of  shares  without  changing  the  aggregate  option  price.  In the event of a
dissolution or liquidation of the Company, or a merger,  consolidation,  sale of
all or substantially  all of its assets,  or other corporate  reorganization  in
which the Company is not the surviving  corporation,  or in which the Company is
the  surviving  corporation  but holders of Common Stock  receive  securities of
another  corporation,  this Option shall  terminate as of the effective  date of
such event,  provided that immediately prior to such event,  Optionee shall have
the right to  exercise  this  Option as to all shares  underlying  this  Option,
irrespective of the number of Options actually vested at the time.

         11.      MANNER OF EXERCISE.

                  (a) This  Option may be  exercised  in whole or in part at any
time and from time to time  within the Option  Period,  subject to the terms and
conditions  contained  herein,  by the delivery of written notice of exercise to
the Chief  Financial  Officer of the Company,  as required by subsection  (c) of
this Section 11, accompanied by: (i) full payment,  in cash or certified or bank
check,  payable to the Company,  or, (ii) if permitted by the Company's Board of
Directors, shares of the Company's Common Stock having a fair market value equal
to the

                                       -3-
<PAGE>
aggregate  exercise  price for the number of shares  purchased.  This Option may
also be exercised by "cashless exercise," as described below.

                  (b) Certificates for the shares of Common Stock purchased upon
exercise  of this Option  shall be  delivered  by the  Company to the  Purchaser
within five (5) business days after the Exercise Date. However, if the Purchaser
has  elected  to  make  a  "cashless   exercise,"   the  Company  shall  deliver
certificates  for the number of shares that results from  subtracting,  from the
total number of shares otherwise deliverable upon exercise, the number of shares
whose value,  calculated  using the Market  Price,  is equal to the value of the
payment otherwise  required for exercise by Paragraph (a)(iv) of this Subsection
2.2.  For  purposes of this  section,  "Market  Price"  means the average of the
closing prices of sales on the principal domestic  securities  exchange on which
such security may at the time be listed,  or, if there have been no sales on any
such exchange on any day, the average of the highest bid and lowest asked prices
on all such exchanges at the end of such day, or, if on any day such security is
not so listed,  the average of the bid and asked  prices  quoted on Nasdaq as of
the close of  trading in New York City on such day,  in each such case  averaged
over a period  of five (5)  consecutive  days  consisting  of the  business  day
immediately  preceding the day as of which Market Price is being  determined and
the four (4) consecutive  business days prior to such day; provided that if such
security is listed on any principal  domestic  securities  exchange or quoted on
Nasdaq,  the terms  "business  day" and "business  days" means a day or days, as
applicable,  on which such  exchange or Nasdaq is open for trading or quotation,
as the case may be,  notwithstanding  whether any  quotation is available on any
particular  business day and, if not,  then the Market Price shall be determined
based upon those  remaining  days during the  aforesaid  5-day  period for which
quotations  are  available.  If the  shares  are not so  listed or traded on any
principal  domestic  securities  exchange or quoted on Nasdaq,  the Market Price
shall be the fair value  thereof,  as  determined  in good faith by the Board of
Directors of the Company.

                  (c) The notice of  exercise  (i) shall  state the  election to
exercise  the Option,  (ii) shall state the number of shares in respect to which
the Option is being exercised,  (iii) shall state Optionee's address, (iv) shall
state Optionee's social security number, (v) shall contain such  representations
and  agreements  concerning  Optionee's  investment  intent with respect to such
shares of Common Stock as shall be  satisfactory to the Company's  counsel,  and
(vi) shall be signed by Optionee. As a further condition to the exercise of this
Option, the Company may require Optionee to make any representation and warranty
to the Company as may be required by any applicable law or regulation.


                  (d)  Unless  this  Option has  expired or all of the  purchase
rights represented hereby have been exercised, the Company shall, in addition to
certificates for Common Stock issued upon exercise of this Option,  prepare upon
exercise  of  this  Option,  a  new  Option  representing  the  rights  formerly
represented by this Option that have not expired or been exercised.  The Company
shall,  within five (5) business days after the Exercise Date,  deliver such new
Option to the Optionee designated for delivery in the Exercise Agreement.

         12. AMENDMENT AND ADMINISTRATION. The Board of Directors shall have the
authority  to  interpret  the Plan this  Option,  and  generally  to conduct and
administer the

                                       -4-
<PAGE>
exercise of this Option and to make all  determinations  in connection  herewith
which may be necessary or advisable,  and all such actions of the Board shall be
final and conclusive for all purposes and binding upon Optionee.

         13  MISCELLANEOUS.  This  Option  shall  inure to the benefit of and be
binding upon each successor of the Company. All obligations imposed upon and all
rights granted to the Optionee and all rights reserved by the Company under this
Option shall be binding  upon and inure to the benefit of  Optionee,  Optionee's
heirs,  personal  representatives,  administrators  and  successors.  Unless the
context  requires  otherwise,  words  denoting  the singular may be construed as
denoting  the plural,  and words of the plural may be  construed as denoting the
singular and words of one gender my be  construed as denoting  such other gender
as is appropriate.

         IN  WITNESS  WHEREOF,  this  Option  has  been  issued  by the  Company
effective as of the Date of Grant, which is November 23, 1998.


U.S. WIRELESS DATA, INC.                       Accepted by Optionee:
a Colorado corporation


By  /s/ Rod L. Stambaugh                       /s/ Roger L. Peirce  
    --------------------                       -------------------   
        Rod L. Stambaugh                           Roger L. Peirce
        President

Attest:


By  /s/ Robert E. Robichaud         
    -----------------------         
        Robert E. Robichaud
        Secretary


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