THIS WARRANT HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933 OR ANY
STATE SECURITIES LAWS OF ANY STATE (THE "ACTS") AND MAY NOT BE SOLD, OFFERED FOR
SALE,  PLEDGED OR  HYPOTHECATED  IN THE ABSENCE OF A  REGISTRATION  STATEMENT IN
EFFECT WITH RESPECT TO THE  SECURITIES  UNDER SUCH ACTS OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

No. ____                                                          March 31, 2000

                        WARRANT TO PURCHASE COMMON STOCK
                                       OF
                            U.S. WIRELESS DATA, INC.

     This certifies that, for value received, Bold Street, LLC ("Holder"),  with
an address c/o Thomson Kernaghan & Co., 365 Bay Street,  Suite 1000, 10th Floor,
Toronto, Ontario M5H 2V2, is entitled,  subject to the terms set forth below, to
purchase from U.S. WIRELESS DATA, INC. (the "Company"),  a Colorado corporation,
150,000 fully paid and non-assessable  shares (the "Shares") of the Common Stock
of the Company ("Common Stock"), as constituted on the date hereof (the "Warrant
Issue Date"),  with the Notice of Exercise  attached  hereto duly executed,  and
simultaneous  payment  therefor  in lawful  money of the United  States,  or, as
provided  in Section 3,  Common  Stock,  at the  Exercise  Price as set forth in
Section 2 below.  The number,  character  and  Exercise  Price of such shares of
Common Stock are subject to adjustment as provided below.

          1. Term of Warrant. This Warrant shall be exercisable,  in whole or in
part,  during the term  commencing  the date hereof and ending at 5:00 p.m. (New
York City time) on April 30, 2004.

          2. Exercise Price and Number of Shares.

               2.1 Exercise Price.  The exercise price at which this Warrant may
be exercised  shall be $2.28 per share of Common Stock, as adjusted from time to
time pursuant to Section 10 hereof (the "Exercise Price").

               2.2 Number of Shares.  The number of shares of Common Stock which
may be purchased  pursuant to this Warrant shall be 150,000 shares,  as adjusted
from time to time pursuant to Section 10 hereof.

         3. Exercise of Warrant.

               (a)  The  purchase   rights   represented  by  this  Warrant  are
exercisable  by the  Holder in whole or in part at any time  during  the term of
this  Warrant,  or from time to time,  by the  surrender of this Warrant and the
Exercise  Form,  annexed  hereto duly  completed  and  executed on behalf of the
Holder,  at the office of the  Company  (or such  other  office or agency of the
Company as it may designate by notice in writing to the Holder at the address of
the Holder  appearing  on the books of the  Company)  upon payment in cash or by
check  acceptable to the Company.  In lieu of the payment of the Exercise Price,
the Holder  shall have the right (but not the  obligation),  during the exercise
period,  to require the Company to convert  this  Warrant,  in whole or in part,
into the  Warrant  Shares  as  provided  for in this  Section  (the  "Conversion
Right"). Upon exercise of the Conversion Right, the Company shall deliver to the
Holder  (without  payment by the Holder of the  Exercise  Price)  that number of
shares of Common Stock equal to (i) the number of Shares  issuable upon exercise
of the portion of the Warrant being  converted,  multiplied by (ii) the quotient
obtained by dividing  (x) the value of the Warrant on a per Share  basis) at the
time the Conversion  Right is exercised  (determined by subtracting the Exercise
Price from the Current  Market  Price (as  determined  pursuant to Section  3(d)
below),  for the shares of Common Stock  issuable  upon  exercise of the Warrant
immediately  prior to the exercise of the  Conversion  Right) by (y) the Current
Market Price of one share of Common Stock  immediately  prior to the exercise of
the Conversion  Right. The Conversion  Rights provided under this Section may be
exercised  in whole or in part and at any time and from  time to time  while any
Warrants  remain  outstanding.  In order to exercise the Conversion  Right,  the
Holder shall surrender to the Company, at its offices,  this Warrant accompanied



<PAGE>


by the Cashless  Exercise Form duly filled in and signed.  The  presentation and
surrender shall be deemed a waiver of the Holder's  obligation to pay all or any
portion of the aggregate purchase price payable for the Shares being issued upon
such  exercise of this  Warrant.  This Warrant (or so much thereof as shall have
been  surrendered  for  conversion)  shall  be  deemed  to have  been  converted
immediately  prior to the  close of  business  on the day of  surrender  of this
Warrant for conversion in accordance with the foregoing provisions.  As promptly
as  practicable  on or after the  conversion  date,  the Company shall issue and
shall deliver to the Holder (i) a certificate or certificates  representing  the
largest  number of Shares  which the Holder shall be entitled as a result of the
conversion,  and (ii) if such  Warrant is being  converted  in part only,  a new
Warrant exercisable for the number of Shares equal to the unconverted portion of
the Warrant.

               (b)  This  Warrant  shall  be  deemed  to  have  been   exercised
immediately  prior to the close of  business  on the date of its  surrender  for
exercise and the person  entitled to receive the shares of Common Stock issuable
upon such exercise  shall be treated for all purposes as the holder of record of
such shares as of the close of business on such date. As promptly as practicable
on or after such date, the Company at its expense shall issue and deliver to the
person or persons entitled to receive the same a certificate or certificates for
the number of shares issuable upon such exercise. In the event that this Warrant
is exercised in part,  the Company at its expense will execute and deliver a new
Warrant  of like  tenor  exercisable  for the  number of shares  for which  this
Warrant may then be exercised.

               (c) If this  Warrant is  exercised  in part this  Warrant must be
exercised or converted,  as the case may be, for a number of whole shares of the
Common Stock.

               (d) The  Current  Market  Price  per  Share on any date  shall be
deemed  to be the  average  of the daily  closing  bid  prices  for the five (5)
consecutive trading days immediately preceding the date in question. The closing
price for each day shall be the last  reported  sales  price  regular way or, in
case no such  reported  sale  takes  place on such day,  the  closing  bid price
regular way, in either case on the  principal  national  securities  exchange on
which the Common  Stock is listed or admitted to trading or, if the Common Stock
is not listed or admitted to trading on any national  securities  exchange,  the
highest  reported  bid price for the Common  Stock as  furnished by the National
Association of Securities Dealers, Inc. through NASDAQ or a similar organization
if NASDAQ  is no  longer  reporting  such  information.  If on any such date the
Common  Stock is not listed or  admitted to trading on any  national  securities
exchange and is not quoted by NASDAQ or any similar organization, the fair value
of a share of Common  Stock on such  date,  as  determined  in good faith by the
Board of Directors  of the  Company,  whose  determination  shall be  conclusive
absent manifest error, shall be used.

          4.  Replacement  of  Warrant.   On  receipt  of  evidence   reasonably
satisfactory to the Company of the loss, theft destruction or mutilation of this
Warrant  and,  in the case of loss,  theft or  destruction,  on  delivery  of an
indemnity agreement reasonably satisfactory in form and substance to the Company
or, in the case of mutilation,  on surrender and  cancellation  of this Warrant,
the Company at its expense shall execute and deliver, in lieu of this Warrant, a
new warrant of like tenor and amount.

          5. Rights of Stockholders. The Holder shall not be entitled to vote or
receive  dividends or be deemed the holder of Common Stock,  nor shall  anything
contained  herein be  construed to confer upon the Holder,  as such,  any of the
rights of a stockholder  of the Company or any right to vote for the election of
directors or upon any matter  submitted to stockholders at any meeting  thereof,
or to give or  withhold  consent  to any  corporate  action  (whether  upon  any
recapitalization,  issuance of stock,  reclassification  of stock, change of par
value, or change of stock to no par value, consolidation,  merger, conveyance or
otherwise)  or to  receive  notice  of  meetings,  or to  receive  dividends  or
subscription  rights or otherwise until the Warrant shall have been exercised as
provided herein.


                                       2
<PAGE>


          6. Transfer of Warrant.

               6.1  Exchange of Warrant  Upon a Transfer.  Upon  delivery by the
transferee  of a written  agreement to be bound by the terms of this Warrant and
surrender of this Warrant for exchange,  properly  endorsed and  transferred  in
accordance  with this Section 6, the Company at its expense shall issue to or on
the order of the Holder a new warrant or warrants of like tenor,  in the name of
the Holder or as the Holder (on payment by the Holder of any applicable transfer
taxes) may direct, of the number of shares issuable upon exercise hereof.

               6.2 Restrictions on Transfer; Compliance with Securities Laws.

               (a)  The  Holder  of  this   Warrant,   by   acceptance   hereof,
acknowledges  that this Warrant and the shares of Common Stock to be issued upon
exercise  hereof are being acquired  solely for the Holder's own account and not
as a nominee for any other party,  and for  investment and agrees to comply with
the  transfer  restrictions  contained  in this Section 6.2. The Holder will not
offer,  sell or otherwise  dispose of this Warrant or any shares of Common Stock
to be issued upon exercise hereof  ("Shares"),  except under  circumstances that
will not result in a violation of applicable  federal and state securities laws.
Prior to offering, selling or otherwise disposing of the Warrants or Shares, the
holder hereof or thereof will give the Company a written  notice  describing the
manner and  circumstances  of the transfer  accompanied  by, if requested by the
Company,  a written opinion of legal counsel  satisfactory to the Company to the
effect,  as  amended,  that  the  proposed  transfer  may  be  effected  without
registration  under the  Securities  Act of 1933 or any state blue sky law.  Any
Warrant or Shares  transferred  in  violation  of  applicable  federal and state
securities laws shall be void and not recognized by the Company.  Any transferee
of this Warrant or Shares shall execute an agreement agreeing to be bound by the
terms of this Section 6.

               (b) All shares of Common Stock issued upon exercise  hereof shall
be stamped or imprinted  with a legend in  substantially  the following form (in
addition to any legend required by state securities laws):

     "THE SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED  UNDER UNITED
     STATES  FEDERAL OR STATE  SECURITIES  LAWS AND MAY NOT BE OFFERED FOR SALE,
     SOLD  OR  OTHERWISE   TRANSFERRED  OR  ASSIGNED  FOR  VALUE,   DIRECTLY  OR
     INDIRECTLY,  NOR MAY THE  SECURITIES  BE  TRANSFERRED  ON THE  BOOKS OF THE
     COMPANY,  WITHOUT  REGISTRATION  OF SUCH  SECURITIES  UNDER ALL  APPLICABLE
     UNITED STATES  FEDERAL  SECURITIES  LAWS OR  COMPLIANCE  WITH AN APPLICABLE
     EXEMPTION  THEREFROM,  SUCH COMPLIANCE AT THE OPTION OF THE COMPANY,  TO BE
     EVIDENCED BY AN OPINION OF SHAREHOLDER'S COUNSEL, IN FORM ACCEPTABLE TO THE
     COMPANY,  THAT NO VIOLATION OF SUCH  REGISTRATION  PROVISIONS  WOULD RESULT
     FROM ANY PROPOSED TRANSFER OR ASSIGNMENT."

          7.  Reservation of Stock.  The Company  covenants that during the term
that this Warrant is  exercisable,  the Company will reserve from its authorized
and  unissued  Common  Stock a  sufficient  number of shares to provide  for the
issuance of Common Stock upon the  exercise of this  Warrant  and,  from time to
time, will take all steps  necessary to amend its  Certificate of  Incorporation
(the  "Certificate")  to provide  sufficient  reserves of shares of Common Stock
issuable upon the exercise of the Warrant.  The Company  further  covenants that
all shares that may be issued upon the  exercise of rights  represented  by this
Warrant,  upon exercise of the rights represented by this Warrant and payment of
the Exercise Price, all as set forth herein,  will be free from all taxes, liens
and charges in respect of the issue thereof  (other than taxes in respect of any
transfer occurring contemporaneously or otherwise specified herein), and will be
validly issued, fully paid and nonassessable.



                                       3
<PAGE>


          8.  Notices.   Whenever  the  Exercise   Price  or  number  of  shares
purchasable  hereunder  shall be  adjusted  pursuant  to Section 10 hereof,  the
Company shall issue a certificate  signed by its Chief Financial Officer setting
forth, in reasonable detail,  the event requiring the adjustment,  the amount of
the  adjustment,  the method by which such  adjustment was  calculated,  and the
Exercise Price and number of shares purchasable hereunder after giving effect to
such  adjustment,  and shall cause a copy of such  certificate  to be mailed (by
first-class mail, postage prepaid) to the Holder of this Warrant.

          9. Amendments.

               (a) Any term of this  Warrant  may be  amended  with the  written
consent of the Company and the Holder. Any amendment effected in accordance with
this  Section 9 shall be binding  upon the Holder,  each  future  Holder and the
Company.

               (b) No  waivers  of, or  exceptions  to, any term,  condition  or
provision of this Warrant, in any one or more instances,  shall be deemed to be,
or construed as, a further or continuing  waiver of any such term,  condition or
provision.

          10. Adjustments. The number of shares purchasable hereunder is subject
to adjustment from time to time as follows:

               10.1  Reorganization,  Merger or Sale of  Assets.  If at any time
while this Warrant,  or any portion thereof,  is outstanding and unexpired there
shall  be (i) a  reorganization  (other  than a  combination,  reclassification,
exchange or subdivision of shares otherwise provided for herein),  (ii) a merger
or  consolidation  of the Company with or into another  corporation in which the
Company is not the surviving entity, or a reverse triangular merger in which the
Company is the surviving  entity but the shares of the  Company's  capital stock
outstanding  immediately  prior to the  merger  are  converted  by virtue of the
merger  into  other  property,  whether  in the  form  of  securities,  cash  or
otherwise,  or (iii) a sale or transfer of the Company's  properties  and assets
as, or  substantially  as, an entirety to any other  person,  then, as a part of
such reorganization,  merger, consolidation,  sale or transfer, lawful provision
shall be made so that the holder of this Warrant shall thereafter be entitled to
receive upon payment of the Exercise Price then in effect,  the number of shares
of stock or other securities or property of the successor  corporation resulting
from such reorganization,  merger, consolidation, sale or transfer that a holder
of the shares deliverable upon exercise of this Warrant would have been entitled
to receive in such  reorganization,  consolidation,  merger, sale or transfer if
this Warrant had been exercised immediately before such reorganization,  merger,
consolidation,  sale or transfer,  all subject to further adjustment as provided
in this  Section  10.  The  foregoing  provisions  of this  Section  10.1  shall
similarly apply to successive  reorganizations,  consolidations,  mergers, sales
and transfers and to the stock or securities of any other  corporation  that are
at the time  receivable  upon the  exercise of this  Warrant.  If the  per-share
consideration  payable to the Holder  hereof for shares in  connection  with any
such transaction is in a form other than cash or marketable securities, then the
value of such  consideration  shall be determined in good faith by the Company's
Board of Directors. In all events, appropriate adjustment (as determined in good
faith by the Company's  Board of Directors)  shall be made in the application of
the  provisions  of this Warrant with respect to the rights and interests of the
Holder after the  transaction,  to the end that the  provisions  of this Warrant
shall be applicable  after that event, as near as reasonably may be, in relation
to any shares or other  property  deliverable  after that event upon exercise of
this Warrant.



                                       4
<PAGE>


               10.2  Reclassification.  If the  Company,  at any time while this
Warrant,  or  any  portion  thereof,   remains  outstanding  and  unexpired,  by
reclassification of securities or otherwise,  shall change any of the securities
as to  which  purchase  rights  under  this  Warrant  exist  into  the same or a
different number of securities of any other class or classes, this Warrant shall
thereafter  represent the right to acquire such number and kind of securities as
would  have been  issuable  as the  result of such  change  with  respect to the
securities  that  were  subject  to  the  purchase  rights  under  this  Warrant
immediately  prior to such  reclassification  or other  change and the  Exercise
Price  therefor  shall  be  appropriately   adjusted,  all  subject  to  further
adjustment as provided in this Section 10.

               10.3 Dividend,  Split,  Subdivision or Combination of Shares.  If
the  Company at any time while this  Warrant,  or any portion  thereof,  remains
outstanding and unexpired shall (i) declare a dividend or make a distribution on
the securities as to which  purchase  rights under this Warrant exist payable in
shares of its capital stock or securities  convertible  into or exchangeable for
capital  stock or (ii) split,  subdivide or combine the  securities  as to which
purchase rights under this Warrant exist, then, in each case, the Exercise Price
in effect,  and the number of shares  issuable upon exercise of the Warrant,  at
the time of the record date for such dividend or at the  effective  date of such
split, subdivision or combination, shall be proportionately adjusted so that the
holders  of the  Warrant  after  such time shall be  entitled  to  receive  upon
exercise of the Warrant the aggregate  number and kind of shares which,  if such
Warrant had been exercised  immediately  prior to such time,  such holders would
have owned upon such  exercise  and  immediately  thereafter  been  entitled  to
receive by virtue of such  dividend,  split,  subdivision or  combination.  Such
adjustment  shall be made  successively  whenever  any event  listed above shall
occur, subject to further adjustment as provided in this Section 10.

          11.  Registration  Rights.  Holder  shall have  unlimited  "piggyback"
registration rights as to the Shares, provided that Holder shall not be entitled
to  "piggyback"  on a  registration  statement  with respect to an  underwritten
public offering if (a) the underwriter advises the Company that the inclusion of
the Shares would adversely  affect the  contemplated  public offering and (b) no
affiliates of the Company are selling stockholders in such offering. The Company
shall bear the expenses related to any such registration, except for commissions
or discounts payable to broker-dealers in respect of the sale of the Shares. The
registration  rights  referred  to herein  shall  terminate  if the  Shares  are
saleable without  restriction under Rule 144(k) promulgated under the Securities
Act of 1933.

     IN WITNESS  WHEREOF,  the Company has caused this Warrant to be executed by
its officers thereunto duly authorized.

Dated March 31, 2000

                                           U.S. WIRELESS DATA, INC.


                                           By: /s/
                                               ---------------------------------
                                               Charles I. Leone
                                               Chief Financial Officer




                                       5
<PAGE>



                               CASH EXERCISE FORM



TO:      U.S. WIRELESS DATA, INC.
         805 Third Avenue, 8th Floor
         New York, New York 10022
         Attention: Chief Executive Officer

     (1) The  undersigned  hereby  elects to purchase  _______  shares of Common
Stock of U.S.  WIRELESS DATA, INC. 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,  and 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 or certificates  representing said shares of
Common  Stock  in the  name  of the  undersigned  or in  such  other  name as is
specified below:


                                            ------------------------------------
                                            (Name)

                                            ------------------------------------
                                            (Signature)

     (4) Please issue a new Warrant for the unexercised  portion of the attached
Warrant in the name of the  undersigned  or in such  other name as is  specified
below:


                                            ------------------------------------
                                            (Name)

-----------------------                     ------------------------------------
(Date)                                      (Signature)







                                       6
<PAGE>




To:

                             CASHLESS EXERCISE FORM
            (To be executed upon conversion of the attached Warrant)



     The undersigned  hereby irrevocably elects to surrender its Warrant for the
number  of  Shares  as shall  be  issuable  pursuant  to the  cashless  exercise
provisions  of Section 1 of the within  Warrant,  in respect of ________  Shares
underlying the within Warrant, and requests that certificates for such Shares be
issued in the name of and delivered to:









                    (Print Name, Address and Social Security
                          or Tax Identification Number)

and,  if such  number of  Shares  shall not be all the  shares  exchangeable  or
purchasable under the within Warrant,  that a new Warrant for the balance of the
Shares covered by the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below.


Date:
     ------------------------------

Name:                               (Print)
     ------------------------------

Address:
        -----------------------------------------------------------------


----------------------------------  (Signature)
Signature








                                       7