Unassociated Document


    U.S.
      WIRELESS DATA, INC.

    


    


    January
      18, 2006

     

    


     

    David
      Chazen

    317
      Park
      Avenue

    Aspen,
      CO
      81611

    


    Dear
      David:

    


    It
      is our
      pleasure to extend to you an offer to become a member of the Board of Directors
      and the President of U.S. Wireless Data, Inc. (the “Company”). If you accept,
      this letter shall serve as our agreement (this “Agreement”) as to the terms and
      conditions of your employment, which would begin on the date
      hereof.

    


    1.  Title.
      You
      will serve on the Board of Directors of the Company. You will also be employed
      by the Company as President of the Company.

    


    2.  Employment
      At Will.
      Your
      employment hereunder will be on an “at-will” basis and may be terminated by the
      Company or by you for any reason or for no reason.

    


    3.  Compensation.
      During
      your employment by the Company, commencing on February 1, 2006, you shall
      receive a base salary at the rate of $10,000 per month. 

    


    4.  Withholding.
      The
      Company shall deduct from amounts to which you are entitled pursuant to this
      Agreement all applicable federal, state and local taxes and other charges which
      it may now or hereafter be required to deduct.

     

    5.  Entire
      Agreement; Modification.
      This
      Agreement sets forth the entire understanding of the parties with respect to
      the
      subject matter hereof, supercedes all existing agreements between them
      concerning such subject matter, and may be modified only by a written instrument
      duly executed by each party.

    


    6.  Severability.
      If any
      provision of this Agreement shall be held or deemed to be invalid, inoperative
      or unenforceable as written, it shall be construed to the greatest extent
      possible, in a manner which shall render it valid, operative and enforceable,
      and any limitation on the scope or duration of any such provision necessary
      to
      make it valid, operative and enforceable shall be deemed to be a part
      thereof.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.  Assignment;
      Binding Effect.
      Your
      rights and obligations under this Agreement shall not be transferable by
      assignment or otherwise, such rights shall not be subject to commutation,
      encumbrance or the claims of your creditors, and any attempt to do any of the
      foregoing shall be void. The provisions of this Agreement shall be binding
      upon
      and inure to your benefit and the benefit of your heirs and personal
      representatives, and shall be binding upon and inure to the benefit of the
      Company and its successors and assigns.

    


    8.  Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, without giving effect to conflicts of law. 

    


    


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      of the page intentionally left blank.]


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    If
      the
      foregoing accurately reflects our agreement, please sign two copies of this
      letter in the space provided below and return it to the
      undersigned.

     

    
      	 	 	 
	 	Very
              truly
              yours,
	 	 
	 	U.S. WIRELESS DATA, INC.
	 
 	 
 	 
 
	 	By:  	 /s/
              Robert Ellin
	 	
              
Robert
              Ellin, Chief Executive Officer 
	 	 


    

     

    
      
        	
                ACCEPTED
                  AND AGREED TO:

              	 	 
	
                 /s/
                  David Chazen

              	 	 
	
                David
                  Chazen