U.S. WIRELESS DATA, INC.

     SUBSCRIPTION  AGREEMENT  made as of this  ____ day of  _____________,  2000
between U.S. Wireless Data, Inc., a corporation  organized under the laws of the
State of Colorado  with offices at 2200 Powell  Street,  Suite 800,  Emeryville,
California 94608 (the "Company"), and the undersigned (the "Subscriber").

     WHEREAS, the Company desires to issue a maximum of 250 units ("Units") in a
private placement (the  "Offering"),  each Unit consisting of: (i) 10,000 shares
of Series C Convertible Preferred Stock (the "Preferred Shares"), each Preferred
Share  convertible  into shares of the Company's common stock, no par value (the
"Common Stock") as described in the Confidential  Private  Placement  Memorandum
(the   "Memorandum")   and  the   Articles  of  Amendment  to  the  Articles  of
Incorporation including the Designation of Series C Convertible Preferred Stock;
and (ii) seven-year  warrants (the  "Warrants") to purchase a minimum of 100,000
shares of Common  Stock,  pursuant  to the form of a Warrant  Agreement,  on the
terms and conditions hereinafter set forth; and

     WHEREAS, the Subscriber desires to acquire the number of Units set forth on
the signature page hereof.

     NOW,  THEREFORE,  for and in  consideration  of the premises and the mutual
covenants hereinafter set forth, the parties hereto agree as follows:

     I.  SUBSCRIPTION  FOR  UNITS  AND   REPRESENTATIONS  BY  AND  COVENANTS  OF
         SUBSCRIBER

          1.1 Subject to the terms and  conditions  hereinafter  set forth,  the
Subscriber  hereby  subscribes  for and agrees to purchase from the Company such
number of Units as is set forth upon the signature  page hereof at a price equal
to $100,000 per Unit and the Company agrees to sell such Units to the Subscriber
for  said  purchase  price,  subject  to the  Company's  right  to  sell  to the
Subscriber  such  lesser  number  of  Units  as the  Company  may,  in its  sole
discretion,  deem  necessary  or  desirable.  The  purchase  price is payable by
certified  or bank  check  made  payable  to  "American  Stock  Transfer & Trust
Company,  as escrow agent for U.S.  Wireless Data,  Inc." or by wire transfer of
funds,  contemporaneously  with the execution and delivery of this  Subscription
Agreement.  This  Agreement  shall not be  binding  on the  Company  until it is
accepted by the Subscriber's offer in writing. The Preferred Shares and Warrants
will be delivered by the Company  within 10 days following the  consummation  of
this offering as set forth in Article III hereof.

          1.2 The  Subscriber  recognizes  that the purchase of Units involves a
high degree of risk in that (i) the Company has incurred substantial losses from
operations;  (ii) an  investment in the Company is highly  speculative  and only
investors  who can afford the loss of their entire  investment  should  consider
investing  in the Company  and the Units;  (iii) an  investment  in the Units is
illiquid;  and (iv)  transferability  of the securities  comprising the Units is
extremely limited,  as well as other risk factors as more fully set forth in the
Memorandum.


<PAGE>


          1.3 The  Subscriber  represents and warrants that it is an "accredited
investor" as such term in defined in Rule 501 of Regulation D promulgated  under
the  Securities  Act of 1933,  as  amended  (the  "Act"),  as  indicated  by its
responses to the confidential investor questionnaire (the "Questionnaire"),  and
that it is able to bear the economic  risk of an  investment  in the Units.  The
Subscriber further represents and warrants that the information furnished in the
Investor Questionnaire is accurate and complete in all material respects.

          1.4 The Subscriber represents and warrants that the Subscriber did not
learn of the Offering directly or indirectly through any general solicitation or
advertising,  including,  but not  limited  to,  learning  of the Company or the
Offering as a result of viewing any press  releases or similar types of publicly
available  information  which directly or indirectly  resulted in the subscriber
subscribing for Units in the Offering.  The Subscriber further  understands that
the Company is relying,  in part, on this  representation  to ensure  compliance
with the federal securities laws.

          1.5  The  Subscriber   acknowledges   that  it  has  prior  investment
experience, including investment in non-listed and non-registered securities and
that it recognizes the highly speculative nature of this investment.

          1.6 The  Subscriber  acknowledges  receipt and  careful  review of the
Memorandum and all other documents furnished in connection with this transaction
(collectively,  the "Offering Documents") and hereby represents that it has been
furnished  by the  Company  during  the  course  of this  transaction  with  all
information regarding the Company which it has requested or desires to know; and
that  such  information  and  documents  have,  in  its  opinion,  afforded  the
Subscriber  all  of  the  same  information  that  would  be  provided  him in a
registration  statement  filed  under  the Act;  that it has been  afforded  the
opportunity  to ask  questions  of and  receive  answers  from  duly  authorized
officers  or other  representatives  of the  Company  concerning  the  terms and
conditions  of  the  Offering,  and  any  additional  information  which  it had
requested.  The Subscriber  represents and warrants that it is relying solely on
the  information  contained in the Memorandum  and obtained  through its own due
diligence.

          1.7 The  Subscriber  acknowledges  that  this  offering  of Units  may
involve tax  consequences and that the contents of the Memorandum do not contain
tax advice or information.  The Subscriber  acknowledges that it must retain its
own  professional  advisors to  evaluate  the tax and other  consequences  of an
investment in the Units.

          1.8 The Subscriber  acknowledges  that the Units are being offered and
sold in reliance upon the exemption from  registration  provided by Section 4(2)
of the Act and  provisions  of Regulation D of the Act, and the Offering has not
been reviewed by the United States Securities and Exchange  Commission  ("SEC").
The Subscriber  represents that the Preferred Shares and Warrants comprising its
Units  are being  purchased  for its own  account,  for  investment  and not for
distribution or resale to others. The Subscriber agrees that it will not sell or
otherwise  transfer  the  Preferred  Shares  or the  Warrants  unless  they  are
registered  under the Act or  unless an  exemption  from  such  registration  is
available.


                                       2

<PAGE>



          1.9 The  Subscriber  understands  that,  except for the Common  Stock,
there  is  no  public  market  for  the  Company's  securities.  The  Subscriber
understands that Rule 144 (the "Rule") promulgated under the Act requires, among
other  conditions,  a one year  holding  period  prior to the resale (in limited
amounts) of  securities  acquired in a  non-public  offering  without  having to
satisfy the registration  requirements under the Act. The Subscriber understands
that the Company makes no representation  or warranty  regarding its fulfillment
in the future of any reporting requirements under the Securities Exchange Act of
1934, as amended, or its dissemination to the public of any current financial or
other information  concerning the Company,  as is required by the Rule as one of
the  conditions  of its  availability.  The  Subscriber  understands  and hereby
acknowledges  that the Company is under no obligation to register the securities
comprising  the Units under the Act, with the exception of certain  registration
rights set forth in Article IV herein.  The  Subscriber  agrees that the Company
may, if it desires,  permit the transfer of the Preferred Shares,  the shares of
Common Stock issuable upon conversion of the Preferred  Shares (the  "Conversion
Shares"),  the Warrants or the shares of Common Stock  issuable upon exercise of
the Warrants (the "Warrant Shares") (collectively,  the "Securities") out of its
name only when its request for transfer is  accompanied by an opinion of counsel
reasonably  satisfactory  to the Company  that neither the sale nor the proposed
transfer  results in a violation of the Act or any  applicable  state "blue sky"
laws (collectively "Securities Laws").

          1.10 The  Subscriber  hereby  agrees that,  without the prior  written
consent of Commonwealth  Associates,  L.P. (the "Placement  Agent"), it will not
sell,  transfer or otherwise  dispose of the  Securities  for one year after the
final closing of the Offering and  thereafter  will not dispose of more than 25%
of the  Securities  on a cumulative  basis during each  subsequent 90 day period
thereafter  (the  "Lock-Up  Period");  provided,  however,  that if the  Company
undertakes any public offering within the first 12 months of the Lock-Up Period,
the Subscriber  will not sell,  transfer or otherwise  dispose of the Securities
for such  period of time after the closing of such  offering  (not to exceed six
months) as the managing  underwriter  or placement  agent may request in writing
and the Placement Agent may agree to. This restriction on transfer will apply to
any securities issued in exchange for the Securities in any merger.

          1.11 The  Subscriber  consents  to the  placement  of a legend  on any
certificate or other document  evidencing the Securities  stating that they have
not  been  registered  under  the Act and  setting  forth  or  referring  to the
restrictions on  transferability  and sale thereof,  and to the issuance of stop
transfer instructions with respect thereto.

          1.12  The  Subscriber   acknowledges   that  if  it  is  a  Registered
Representative  of an NASD  member  firm,  it must  give  such  firm the  notice
required  by the  NASD's  Rules  of Fair  Practice,  receipt  of  which  must be
acknowledged by such firm on the signature page hereof.


                                       3

<PAGE>



          1.13 If the  undersigned  Subscriber  is a  partnership,  corporation,
trust or other  entity,  such  partnership,  corporation,  trust or other entity
further  represents  and warrants that: (i) it was not formed for the purpose of
investing in the Company;  (ii) it is authorized and otherwise duly qualified to
purchase and hold the Units; and (iii) that this Subscription Agreement has been
duly and validly  authorized,  executed and delivered and constitutes the legal,
binding and enforceable obligation of the undersigned.

          1.14 The Subscriber  hereby  represents that the address of Subscriber
furnished by him at the end of this Subscription  Agreement is the undersigned's
principal  residence if it is an individual or its principal business address if
it is a corporation or other entity.

          1.15 The Subscriber hereby represents that, except as set forth in the
Offering  Documents,  no  representations  or  warranties  have been made to the
Subscriber  by the Company or any agent,  employee or  affiliate of the Company,
including  the  Placement  Agent,  and in entering  into this  transaction,  the
Subscriber is not relying on any  information,  other than that contained in the
Offering  Documents  and  the  results  of  independent   investigation  by  the
Subscriber.

          1.16 The  Subscriber  acknowledges  that at such time as the  Reserved
Shares (as  defined  below) are  registered,  sales of such  securities  will be
subject to state  securities  laws,  including those of states which may require
any securities sold therein to be sold through a registered  broker-dealer or in
reliance upon an exemption from registration.

          1.17 The  Subscriber  acknowledges  that there is no minimum number of
Units that must be sold in the  Offering  and that the Maximum  Offering  may be
increased by up to 250 Units ($25,000,000) without notice to Subscribers.

          1.18 The  Subscriber  acknowledges  that  the  Placement  Agent  and a
committee to be  designated  by the  Placement  Agent whose  members hold in the
aggregate not less than 20% of the outstanding Preferred Shares or Warrants (the
"Committee")  may  consent to any  amendments,  modifications  or  waivers  with
respect to the Preferred  Shares or Warrants,  thereby binding the Subscriber to
any such amendment,  modification  or waiver;  provided,  however,  that no such
amendment,  modification or waiver which would decrease the number of Conversion
Shares  issuable upon the  conversion of the Preferred  Shares,  or increase the
Conversion  Price therefor (other than as a result of the waiver or modification
of any anti-dilution provisions) may be made without the approval of the holders
of at least 50% of the  outstanding  Preferred  Shares.  The  Subscriber  hereby
authorizes  the  Placement  Agent and the  Committee to act on the  Subscriber's
behalf and grants the Placement Agent and the Committee an irrevocable  proxy to
vote for any  amendment or waiver to the Articles of Amendment to the  Company's
Articles of  Incorporation to effect the foregoing.  The Subscriber  agrees that
neither the Placement  Agent nor any of its  directors,  officers,  employees or
agents nor the Committee or any of its members shall be liable to any Subscriber
for any  action  taken or  omitted  to be taken by it in  connection  therewith,
except for willful misconduct or gross negligence.  The Subscriber  acknowledges
that one or more members of the Committee  may be affiliated  with the Placement
Agent.  Any  transferee  of the Preferred  Shares or Warrants  shall agree to be
bound by this Section 1.18.

                                       4


<PAGE>


          1.19 The  Subscriber  agrees that unless written  instructions  from a
majority  of the  holders  of  the  Preferred  Shares  is  received  instructing
otherwise,  the  Placement  Agent  will  act on  behalf  of the  holders  of the
Preferred Shares in appointing and removing directors representing the Preferred
Shares.

          1.20  The  Subscriber  acknowledges  that  the  Company  does not have
sufficient  authorized  shares  of  Common  Stock to  permit  conversion  of the
Preferred Shares or exercise of the Warrants. As a result, the Subscriber agrees
that it may not convert the Preferred Shares or exercise the Warrants until such
time the  Company has  sufficient  authorized  shares of Common  Stock to permit
conversion  or exercise of all the  Preferred  Shares and  Warrants and that the
inability to convert the Preferred  Shares or exercise the Warrants will deprive
the Subscriber of the value of the Preferred Shares or Warrants.

     II. REPRESENTATIONS BY THE COMPANY

          2.1 The Company  represents and warrants to the Subscriber  that prior
to the consummation of this Offering and at the Termination Date:

               (a) The Company is a corporation duly organized,  existing and in
good  standing  under the laws of the State of  Colorado  and has the  corporate
power to conduct the business which it conducts and proposes to conduct.

               (b) The execution,  delivery and performance of this Subscription
Agreement by the Company will have been duly  approved by the Board of Directors
of the Company and all other actions  required to authorize and effect the offer
and sale of the Units and the securities  contained  therein will have been duly
taken and approved.

               (c) The Preferred  Shares and Warrants have been duly and validly
authorized  and when issued and paid for in  accordance  with the terms  hereof,
will be duly and validly issued and fully paid and non-assessable.

               (d) The Company has, to the best of its knowledge,  obtained,  or
is in the process of  obtaining,  all licenses,  permits and other  governmental
authorizations necessary to the conduct of its business; such licenses,  permits
and other governmental authorizations obtained are in full force and effect; and
the Company is in all material respects complying  therewith;  except where such
failure to obtain such licenses,  permits and other governmental  authorizations
necessary  to the  conduct of its  business  would not have a  material  adverse
effect on the Company's business or financial condition.

               (e) The  Company  knows  of no  pending  or  threatened  legal or
governmental  proceedings to which the Company is a party which could materially
adversely affect the business,  property,  financial  condition or operations of
the Company.

                                       5


<PAGE>



               (f)  The  financial   information  contained  in  the  Memorandum
presents  fairly the financial  condition of the Company as of the dates and for
the periods indicated.

     III. TERMS OF SUBSCRIPTION

          3.1 The  subscription  period will begin as of  February  14, 2000 and
will  terminate at 11:59 PM Eastern time on March 31, 2000,  unless  extended by
the  Company  and the  Placement  Agent  for up to an  additional  30 days  (the
"Termination  Date").  Such  extension  may be  effected  without  notice to the
Subscribers. All of the Units will be offered on a "best efforts" basis.

          3.2 As  compensation  for  its  services,  the  Placement  Agent  will
receive:  (i) a commission  equal to 7% of the aggregate  purchase  price of the
Units sold; (ii) a structuring  fee equal to 3% of the aggregate  purchase price
of the Units sold; (iii) reimbursement of up to $150,000 of accountable expenses
(including expenses incurred in connection with the Bridge Financing);  and (iv)
seven-year  warrants (the "Agent's Warrants") to purchase 25% of the Units to be
issued to investors,  at the same price as paid by such  investors.  The Company
shall also pay all expenses in connection  with the  qualification  of the Units
under  the  Securities  Laws of the  states  which  the  Placement  Agent  shall
designate, including legal fees and filing fees.

          3.3 Pending the sale of the Units,  all funds paid hereunder  shall be
deposited by the Company in escrow with American Stock Transfer & Trust Company.

          3.4 The  Subscriber  hereby  authorizes  and  directs  the  Company to
deliver certificates representing the securities to be issued to such Subscriber
pursuant  to  this  Subscription  Agreement  either  (a) to the  residential  or
business  address  indicated  in  the  Questionnaire  or  (b)  directly  to  the
Subscriber's account maintained with the Placement Agent, if any.

          3.5 The Subscriber hereby authorizes and directs the Company to return
any funds for unaccepted  subscriptions to the same account from which the funds
were drawn, including any customer account maintained with the Placement Agent.

          3.6 If the Subscriber is not a United States person,  such  Subscriber
hereby  represents that it has satisfied itself as to the full observance of the
laws of its  jurisdiction in connection with any invitation to subscribe for the
Securities or any use of this  Subscription  Agreement,  including (i) the legal
requirements  within its  jurisdiction  for the purchase of the Units,  (ii) any
foreign   exchange   restrictions   applicable  to  such  purchase,   (iii)  any
governmental or other consents that may need to be obtained, and (iv) the income
tax and other tax  consequences,  if any,  that may be relevant to the purchase,
holding,  redemption,  sale or transfer of the securities  comprising the Units.
Such  Subscriber's  subscription  and payment for, and its continued  beneficial
ownership of the Units, will not violate any applicable securities or other laws
of the Subscriber's jurisdiction.

                                       6


<PAGE>


     IV. REGISTRATION

          4.1 Registration.  The Company agrees to file a registration statement
under the 1933 Act,  which shall include the  Conversion  Shares and the Warrant
Shares  (collectively,  the "Reserved Shares") on Form SB-2 or another available
form within nine months of the final  closing of the  Offering and shall use its
reasonable best efforts to have such registration  statement  declared effective
as soon as practicable thereafter.

          4.2 Registration Procedures. The Company will:

               (a) prepare and file with the SEC a  registration  statement with
respect to such securities,  and use its best efforts to cause such registration
statement to become and remain effective;

               (b)  prepare  and  file  with  the SEC  such  amendments  to such
registration  statement and supplements to the prospectus  contained  therein as
may be necessary to keep such registration statement effective;

               (c) furnish to the holders (the "Holders")  participating in such
registration  and to the  underwriters of the securities  being  registered such
reasonable  number  of  copies  of  the  registration   statement,   preliminary
prospectus,  final prospectus and such other documents as such  underwriters may
reasonably   request  in  order  to  facilitate  the  public  offering  of  such
securities;

               (d) use its best  efforts to register  or qualify the  securities
covered by such  registration  statement under such state securities or blue sky
laws of such  jurisdictions  as the  Holders may  reasonably  request in writing
within 20 days  following the original  filing of such  registration  statement,
except  that the  Company  shall not for any  purpose be  required  to execute a
general  consent to service of process or to qualify to do business as a foreign
corporation in any jurisdiction wherein it is not so qualified;

               (e) notify the Holders,  promptly  after it shall receive  notice
thereof, of the time when such registration  statement has become effective or a
supplement to any prospectus  forming a part of such registration  statement has
been filed;

               (f) notify the Holders promptly of any request by the SEC for the
amending or  supplementing of such  registration  statement or prospectus or for
additional information;


                                       7

<PAGE>


               (g) prepare and file with the SEC,  promptly  upon the request of
any Holders,  any amendments or supplements  to such  registration  statement or
prospectus  which,  in the opinion of counsel for such Holders (and concurred in
by  counsel  for the  Company),  is  required  under  the Act or the  rules  and
regulations  thereunder in connection  with the  distribution of Common Stock by
such Holders;

               (h) prepare and promptly  file with the SEC and  promptly  notify
such Holders of the filing of such amendment or supplement to such  registration
statement  or  prospectus  as may be  necessary  to correct  any  statements  or
omissions  if, at the time when a  prospectus  relating  to such  securities  is
required to be  delivered  under the Act,  any event shall have  occurred as the
result of which any such  prospectus  or any other  prospectus as then in effect
would  include  an  untrue  statement  of a  material  fact or omit to state any
material  fact  necessary to make the  statements  therein,  in the light of the
circumstances in which they were made, not misleading; and

               (i) advise the Holders, promptly after it shall receive notice or
obtain  knowledge  thereof,  of  the  issuance  of any  stop  order  by the  SEC
suspending the effectiveness of such registration statement or the initiation or
threatening of any proceeding for that purpose and promptly use its best efforts
to prevent the  issuance of any stop order or to obtain its  withdrawal  if such
stop order should be issued.

     The Holders shall  cooperate with the Company in providing the  information
necessary  to  effect  the  registration  of their  Reserved  Shares,  including
completion  of customary  questionnaires.  Failure by any Holder to cooperate in
providing information necessary to effect such registration shall result in such
Holder's   securities  being  ineligible  for  inclusion  in  such  registration
statement.

          4.3 Expenses.

               (a) With respect to the registration required pursuant to Section
4.1 hereof, all fees, costs and expenses of and incidental to such registration,
inclusion  and  public  offering  (as  specified  in  paragraph  (b)  below)  in
connection therewith shall be borne by the Company, provided,  however, that the
Holders  shall  bear  their  pro rata  share of the  underwriting  discount  and
commissions and transfer taxes and the cost of their own counsel.

               (b) The fees,  costs and expenses of  registration to be borne by
the  Company  as  provided  in  paragraph  (a)  above  shall  include,   without
limitation, all registration, filing, and NASD fees, printing expenses, fees and
disbursements of counsel and accountants for the Company, and all legal fees and
disbursements  and other expenses of complying with state securities or blue sky
laws of any  jurisdictions  in which  the  securities  to be  offered  are to be
registered  and  qualified  (except  as  provided  in  4.3(a)  above).  Fees and
disbursements  of counsel and accountants for the Holders and any other expenses
incurred  by the  Holders  not  expressly  included  above shall be borne by the
Holders.


                                       8

<PAGE>


          4.4 Indemnification.

               (a) The Company will  indemnify  and hold harmless each Holder of
Reserved Shares which are included in a registration  statement  pursuant to the
provisions  of  Section  4.1  hereof,  its  directors  and  officers,   and  any
underwriter (as defined in the Act) for such Holder and each person, if any, who
controls such Holder or such underwriter within the meaning of the Act, from and
against,   and  will  reimburse  such  Holder  and  each  such  underwriter  and
controlling  person with respect to, any and all loss, damage,  liability,  cost
and expense to which such Holder or any such  underwriter or controlling  person
may become subject under the Act or otherwise,  insofar as such losses, damages,
liabilities,  costs or expenses  are caused by any untrue  statement  or alleged
untrue statement of any material fact contained in such registration  statement,
any  prospectus  contained  therein or any amendment or supplement  thereto,  or
arise out of or are based upon the omission or alleged omission to state therein
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements  therein,  in light of the circumstances in which they were made, not
misleading;  provided,  however, that the Company will not be liable in any such
case to the  extent  that any such loss,  damage,  liability,  cost or  expenses
arises out of or is based upon an untrue  statement or alleged untrue  statement
or omission or alleged omission so made in conformity with information furnished
by or on behalf of such Holder,  such underwriter or such controlling  person in
writing specifically for use in the preparation thereof.

               (b) Each Holder of  Reserved  Shares  included in a  registration
pursuant  to the  provisions  of Section  4.1  hereof  will  indemnify  and hold
harmless the Company, its directors and officers, any controlling person and any
underwriter from and against,  and will reimburse the Company, its directors and
officers,  any controlling  person and any underwriter  with respect to, any and
all  loss,  damage,  liability,  cost or  expense  to which the  Company  or any
controlling  person and/or any  underwriter  may become subject under the Act or
otherwise, insofar as such losses, damages,  liabilities,  costs or expenses are
caused by any untrue  statement or alleged untrue statement of any material fact
contained in such registration  statement,  any prospectus  contained therein or
any  amendment  or  supplement  thereto,  or arise out of or are based  upon the
omission or alleged  omission to state  therein a material  fact  required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances  in which  they were  made,  not  misleading,  in each case to the
extent,  but only to the extent,  that such untrue  statement or alleged  untrue
statement or omission or alleged  omission  was so made in reliance  upon and in
strict  conformity  with written  information  furnished by or on behalf of such
Holder  specifically for use in the preparation  thereof, or if the Holder sells
after receiving a notice as contemplated by Section 4.1(h) or (i) hereof.

               (c) Promptly  after receipt by an  indemnified  party pursuant to
the  provisions  of  paragraph  (a) or (b) of this  Section 4.4 of notice of the
commencement  of any  action  involving  the  subject  matter  of the  foregoing
indemnity  provisions such  indemnified  party will, if a claim thereof is to be
made against the indemnifying party pursuant to the provisions of said paragraph
(a) or (b), promptly notify the indemnifying party of the commencement  thereof;
but the  omission to so notify the  indemnifying  party will not relieve it from
any  liability  which  it may  have  to any  indemnified  party  otherwise  than
hereunder.  In case such action is brought against any indemnified  party and it


                                       9


<PAGE>


notifies the indemnifying  party of the commencement  thereof,  the indemnifying
party  shall have the right to  participate  in,  and, to the extent that it may
wish, jointly with any other indemnifying  party similarly  notified,  to assume
the defense  thereof,  with  counsel  satisfactory  to such  indemnified  party,
provided, however, if counsel for the indemnifying party concludes that a single
counsel cannot under applicable legal and ethical considerations, represent both
the  indemnifying  party and the indemnified  party,  the  indemnified  party or
parties have the right to select separate  counsel to participate in the defense
of such action on behalf of such indemnified party or parties. After notice from
the indemnifying  party to such  indemnified  party of its election so to assume
the  defense  thereof,  the  indemnifying  party  will  not be  liable  to  such
indemnified  party  pursuant to the  provisions of said paragraph (a) or (b) for
any legal or other expense  subsequently  incurred by such indemnified  party in
connection   with  the  defense   thereof   other  than   reasonable   costs  of
investigation,  unless (i) the indemnified  party shall have employed counsel in
accordance with the provisions of the preceding sentence,  (ii) the indemnifying
party shall not have employed counsel reasonably satisfactory to the indemnified
party to represent  the  indemnified  party  within a reasonable  time after the
notice of the commencement of the action or (iii) the indemnifying party has, in
its sole  discretion,  authorized the employment of counsel for the  indemnified
party at the expense of the indemnifying party.

     V. MISCELLANEOUS

          5.1 Any notice or other  communication given hereunder shall be deemed
sufficient  if in writing  and sent by  registered  or  certified  mail,  return
receipt  requested,  addressed to the  Company,  at its  registered  office 2200
Powell  Street,  Suite  800,  Emeryville,  California  94608,  Attention:  Chief
Executive  Officer and to the  Subscriber  at its address  indicated on the last
page of this Subscription Agreement.  Notices shall be deemed to have been given
on the date of mailing,  except  notices of change of address  and notices  sent
from outside the continental  United States,  which shall be deemed to have been
given when received.

          5.2 This  Subscription  Agreement  shall not be  changed,  modified or
amended  except  by a writing  signed by the  parties  to be  charged,  and this
Subscription Agreement may not be discharged except by performance in accordance
with its terms or by a writing signed by the party to be charged.

          5.3 This Subscription Agreement shall be binding upon and inure to the
benefit  of  the  parties   hereto  and  to  their   respective   heirs,   legal
representatives,  successors and assigns. This Subscription Agreement sets forth
the entire  agreement  and  understanding  between the parties as to the subject
matter thereof and merges and supersedes all prior  discussions,  agreements and
understandings of any and every nature among them.

          5.4 Notwithstanding the place where this Subscription Agreement may be
executed by any of the parties hereto,  the parties expressly agree that all the
terms and provisions  hereof shall be construed in accordance  with and governed
by the  laws of the  State  of New  York  without  regard  to such  states  laws
regarding conflicts of laws. The parties hereby agree that any dispute which may
arise  between  them  arising  out of or in  connection  with this  Subscription


                                       10


<PAGE>


Agreement shall be adjudicated  before a court located in New York City and they
hereby  submit to the exclusive  jurisdiction  of the courts of the State of New
York  located in New York,  New York and of the federal  courts in the  Southern
District of New York with respect to any action or legal proceeding commenced by
any party,  and  irrevocably  waive any objection they now or hereafter may have
respecting the venue of any such action or proceeding brought in such a court or
respecting  the fact that such court is an  inconvenient  forum,  relating to or
arising out of this Subscription  Agreement or any acts or omissions relating to
the sale of the securities  hereunder,  and consent to the service of process in
any such action or legal  proceeding by means of  registered or certified  mail,
return receipt  requested,  in care of the address set forth below or such other
address as the undersigned shall furnish in writing to the other.

          5.5 This Subscription Agreement may be executed in counterparts.  Upon
the execution  and delivery of this  Subscription  Agreement by the  Subscriber,
this Subscription  Agreement shall become a binding obligation of the Subscriber
with respect to the purchase of Units as herein provided;  subject,  however, to
the right hereby  reserved to the Company to enter into the same agreements with
other subscribers and to add and/or to delete other persons as subscribers.

          5.6 The holding of any provision of this Subscription  Agreement to be
invalid or unenforceable by a court of competent  jurisdiction  shall not affect
any other provision of this Subscription  Agreement,  which shall remain in full
force and effect.

          5.7 It is  agreed  that a waiver  by  either  party of a breach of any
provision of this Subscription Agreement shall not operate, or be construed,  as
a waiver of any subsequent breach by that same party.

          5.8 The  parties  agree  to  execute  and  deliver  all  such  further
documents,  agreements and instruments and take such other and further action as
may be  necessary  or  appropriate  to carry out the purposes and intent of this
Subscription Agreement.

          5.9 Words that  denote  any  gender  are  deemed to include  the other
gender  and words  that  denote a  natural  person  are  deemed  to  include  an
artificial person. The singular is deemed to include plural and vice versa.

     VI. BLUE SKY LEGENDS

          California.  The sale of  securities  which  are the  subject  of this
agreement has not been qualified with the  Commissioner  of  Corporations of the
State of  California  and the  issuance  of such  securities  or the  payment or
receipt  of any  part of the  consideration  for such  securities  prior to such
qualification  is  unlawful,  unless  the  sale of  securities  is  exempt  from
qualification  by Section 25100,  25102 or 25105 of the California  Corporations
Code. The rights of all parties to this agreement are expressly conditioned upon
such qualification being obtained, unless the sale is so exempt.


                                       11

<PAGE>


          Connecticut. The undersigned acknowledges that the Securities have not
been registered  under the Connecticut  Uniform  Securities Act, as amended (the
"Connecticut Act") and are subject to restrictions on  transferability  and sale
of  securities  as set forth  herein.  The  undersigned  hereby agrees that such
Securities  will not be  transferred  or sold  without  registration  under  the
Connecticut Act or exemption therefrom.

          Pennsylvania.  The undersigned hereby  acknowledges that the Issuer is
relying upon the exemption from  registration of securities set forth in Section
203(d) of the Pennsylvania Securities Act of 1972, as amended (the "Pennsylvania
Act") in connection with the sale of the Securities to the undersigned.

          In  accordance  with  the   requirements  of  Section  203(d)  of  the
Pennsylvania  Act,  the  undersigned  hereby  agrees not to sell its  Securities
within twelve (12) months from the date of purchase  except  pursuant to Section
204.01 of the Blue Sky Regulations of the  Pennsylvania  Securities Act of 1972.
Additionally,  the undersigned is aware of the right of withdrawal under Section
207(m) of the Act described in the cover pages of the Memorandum.

          Texas. The undersigned hereby  acknowledges that the Securities cannot
be sold unless they are  subsequently  registered  under the Act,  and the Texas
Securities Act, or an exemption from registration is available.  The undersigned
further  acknowledges that because the Securities are not readily  transferable,
it must bear the economic risk of its  investment  for an  indefinite  period of
time.
















                                       12

<PAGE>


     IN WITNESS WHEREOF,  the parties have executed this Subscription  Agreement
as of the day and year first written above.


------------------------------               -----------------------------------
Signature of Subscriber                      Signature of Co-Subscriber

------------------------------               -----------------------------------
Name of Subscriber                           Name of Subscriber
(please print)                               (please print)

------------------------------               -----------------------------------
Address of Subscriber                        Address of Co-Subscriber

------------------------------               -----------------------------------
Social Security or Taxpayer                  Social Security or Taxpayer
Identification Number of Subscriber          Identification Number of Subscriber

------------------------------
Subscriber's Account Number
at Commonwealth Associates, L.P.

--------------------------------
Dollar Amount of Units Subscribed For


*If Subscriber is a Registered Representative
with an NASD member firm, have the
following acknowledgment signed by the
appropriate party:

The undersigned NASD member firm              Subscription Accepted:
acknowledges receipt of the notice required
by Rule 3050 of the NASD Conduct Rules.       U.S. WIRELESS DATA, INC.

                                              By:
--------------------------------------            ------------------------------
Name of NASD Member Firm                      Name:
                                                    ----------------------------
                                              Title:
By:  ---------------------------------              ----------------------------
     Authorized Officer
                                              ----------------------------------
                                              Dollar Amount of Unit Subscription
                                              Accepted

                                       13