THE WARRANT  REPRESENTED BY THIS  CERTIFICATE  AND THE SECURITIES  ISSUABLE UPON
EXERCISE  HEREOF HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). NEITHER THIS WARRANT NOR SUCH SECURITIES MAY BE TRANSFERRED
EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS OR (B) UPON RECEIPT BY THE ISSUER OF AN OPINION
OF COUNSEL,  WHICH OPINION OF COUNSEL SHALL BE  REASONABLY  SATISFACTORY  TO THE
ISSUER, TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM  REGISTRATION  UNDER THE
ACT AND SUCH STATE SECURITIES LAWS.

                                WARRANT AGREEMENT

                               FOR COMMON STOCK OF

                            U.S. WIRELESS DATA, INC.

Warrant No. ___

     THIS CERTIFIES that, for value received, [______________], or its permitted
assigns registered on the books of the Company (collectively,  the "Holder"), is
entitled to purchase from U.S. Wireless Data, Inc., a Colorado  corporation (the
"Company"),  at any time,  and from time to time,  during  the  exercise  period
referred to in Section 1 hereof  [___________]  shares (the "Warrant Shares") of
common stock of the Company,  no par value (the  "Common  Stock").  The purchase
price for each  Warrant  Share is one dollar and fifty cents  ($1.50) (as may be
adjusted, the "Warrant Share Price").  Securities issuable upon exercise of this
Warrant and the price payable  therefor are subject to  adjustment  from time to
time as hereinafter set forth. As used herein,  the term "Warrant" shall include
any warrant or warrants  hereafter issued in consequence of the exercise of this
Warrant in part or transfer of this Warrant in whole or in part.

1. Exercise;  Payment for Ownership Interest.  Notwithstanding any other term or
provision  contained  herein,  no Warrants shall become  convertible into Common
Stock under any  circumstances  until the shareholders of the Company shall have
approved an amendment to the Company's Articles of Incorporation  increasing the
number  of  authorized  shares of Common  Stock to a number  that is  sufficient
(given all other  Common Stock share  reservations)  to allow for due and proper
reservation  of a  sufficient  number of shares of Common Stock to allow for the
exercise of the Warrants.

          (a) Upon the terms and  subject to the  conditions  set forth  herein,
this Warrant may be  exercised  in whole or in part by the Holder  hereof at any
time,  or from time to time, on or after the date hereof and prior to 5 p.m. New
York time on ___________, 2007, by presentation and surrender of this Warrant to
the  principal  offices of the Company,  together with the Purchase Form annexed
hereto,  duly executed,  and  accompanied by payment to the Company of an amount
equal to the Warrant Share Price  multiplied by the number of Warrant  Shares as
to which this Warrant is then being exercised. Moreover, any transfer of Warrant

<PAGE>


Shares  obtained  by the Holder in  exercise  of this  Warrant is subject to the
requirement that such securities be registered under the Securities Act of 1933,
as amended (the "1933 Act"), and applicable state securities laws or exempt from
registration under such laws. The Holder of this Warrant shall be deemed to be a
shareholder  of the  Warrant  Shares as to which this  Warrant is  exercised  in
accordance  herewith  effective  immediately  after the close of business on the
date on which the Holder  shall have  delivered  to the Company  this Warrant in
proper form for exercise and payment by certified or official bank check or wire
transfer of the cash purchase price for the number of Warrant Shares as to which
the exercise is being made,  or by delivery to the Company of  securities of the
Company  having a value  equal to the cash  purchase  price  for such  number of
Warrant Shares determined as of the date of delivery.

          (b) All or any  portion  of the  Warrant  Share  Price  may be paid by
surrendering  Warrants effected by presentation and surrender of this Warrant to
the Company  with a Cashless  Exercise  Form  annexed  hereto  duly  executed (a
"Cashless  Exercise").  Such presentation and surrender shall be deemed a waiver
of the Holder's  obligation to pay all or any portion of the  aggregate  Warrant
Share Price. In the event of a Cashless Exercise,  the Holder shall exchange its
Warrant for that number of shares of Common Stock  determined by multiplying the
number of Warrant  Shares for which the Holder  desires to exercise this Warrant
by a fraction,  the numerator of which shall be the difference  between the then
current  market price per share of the Common Stock and the Warrant Share Price,
and the denominator of which shall be the then current market price per share of
Common Stock. For purposes of any computation  under this Section 1(b), the then
current market price per share of Common Stock at any date shall be deemed to be
the average  for the ten  consecutive  business  days  immediately  prior to the
Cashless  Exercise  of the  daily  closing  prices  of the  Common  Stock on the
principal national  securities exchange on which the Common Stock is admitted to
trading or listed, or if not listed or admitted to trading on any such exchange,
the  closing  prices as reported by the Nadaq  National  Market,  or if not then
listed on the Nasdaq National  Market,  the average of the highest  reported bid
and lowest  reported  asked  prices as reported by the National  Association  of
Securities Dealers,  Inc. Automated  Quotations System ("Nasdaq") or if not then
publicly traded,  the fair market price of the Common Stock as determined by the
Board of Directors of the Company.

          (c) If this  Warrant  shall be  exercised  in part only,  the  Company
shall,  upon surrender of this Warrant for  cancellation,  execute and deliver a
new Warrant  evidencing the rights of the Holder thereof to purchase the balance
of the Warrant Shares purchasable hereunder as to which the Warrant has not been
exercised.  If this Warrant is exercised in part,  such exercise  shall be for a
whole number of Warrant Shares. Upon any exercise and surrender of this Warrant,
the  Company  (i)  will  issue  and  deliver  to the  Holder  a  certificate  or

                                        2

<PAGE>



certificates  in the name of the Holder for the largest  whole number of Warrant
Shares to which the Holder  shall be entitled  and, if this Warrant is exercised
in whole, in lieu of any fractional  Warrant Share to which the Holder otherwise
might be entitled,  cash in an amount equal to the fair value of such fractional
Warrant Share  (determined in such reasonable and equitable  manner as the Board
of  Directors  of the  Company  shall in good  faith  determine),  and (ii) will
deliver  to the  Holder  such other  securities,  properties  and cash which the
Holder may be entitled to receive upon such exercise,  or the proportionate part
thereof if this Warrant is exercised in part, pursuant to the provisions of this
Warrant.

2.  Adjustments.  Securities  issuable  upon  exercise  of this  Warrant and the
Warrant Share Price shall be subject to adjustment from time to time as follows:

          2.1 Reorganization,  Reclassification,  Consolidation, Merger or Sale.
If  any  capital  reorganization  or  reclassification  of the  Company,  or any
consolidation  or  merger  of the  Company  with  another  person,  or the sale,
transfer or lease of all or  substantially  all of its assets to another  person
shall be effected in such a way that  holders of shares of Common Stock shall be
entitled to receive  stock,  securities or assets with respect to or in exchange
for their shares,  then provision shall be made, in accordance with this Section
2.1,  whereby the Holder hereof shall  thereafter have the right to purchase and
receive,  upon the basis and upon the terms  and  conditions  specified  in this
Warrant  Agreement  and in addition to or in exchange  for, as  applicable,  the
Warrant Shares subject to this Warrant immediately  theretofore  purchasable and
receivable upon the exercise of the rights represented  hereby,  such securities
or assets as would have been  issued or payable  with  respect to or in exchange
for  the  aggregate  Warrant  Shares  immediately  theretofore  purchasable  and
receivable upon the exercise of the rights represented hereby if exercise of the
Warrant had occurred immediately prior to such reorganization, reclassification,
consolidation,   merger  or  sale.   The  Company   will  not  effect  any  such
consolidation,  merger, sale, transfer or lease unless prior to the consummation
thereof the  successor  entity (if other than the Company)  resulting  from such
consolidation  or merger or the entity  purchasing  or leasing such assets shall
assume by written  instrument  (i) the  obligation to deliver to the Holder such
securities or assets as, in accordance with the foregoing provisions, the Holder
may be entitled to purchase, and (ii) all other obligations of the Company under
this  Warrant.  The  provisions  of this  Section 2.1 shall  similarly  apply to
successive consolidations, mergers, exchanges, sales, transfers or leases.

          2.2 Stock Dividends and Securities  Distributions.  If, at any time or
from time to time after the date of this Warrant,  the Company shall  distribute
to the holders of shares of Common Stock (i)  securities,  (ii) property,  other
than cash, or (iii) cash, without fair payment therefor,  then, and in each such
case,  the  Holder,  upon the  exercise  of this  Warrant,  shall be entitled to
receive  such  securities,  property and cash which the Holder would hold on the
date of such exercise if, on the date of this  Warrant,  the Holder had been the
holder of record of the shares of Common Stock subscribed for upon such exercise
and,  during the period from the date of this Warrant to and  including the date


                                        3

<PAGE>



of such exercise, had retained such shares of Common  Stock and the  securities,
property and cash receivable by the Holder during such period, subject, however,
to the Holder  agreeing to any conditions to such  distribution as were required
of all  other  holders  of  shares  of  Common  Stock in  connection  with  such
distribution. If the securities to be distributed by the Company involve rights,
warrants,  options or any other form of convertible  securities and the right to
exercise or convert such  securities  would expire in accordance  with its terms
prior to the exercise of this Warrant,  then the terms of such securities  shall
provide that such exercise or convertibility  right shall remain in effect until
thirty  (30)  days  after  the date the  Holder of this  Warrant  receives  such
securities pursuant to the exercise hereof.

          2.3 Other  Adjustments.  In addition to those adjustments set forth in
Sections  2.1 and 2.2, but without  duplication  of the  adjustments  to be made
under such Sections, if the Company:

               (i) pays a dividend or makes a  distribution  on its Common Stock
in shares of its Common Stock;

               (ii)  subdivides  its  outstanding  shares of Common Stock into a
greater number of shares;

               (iii)  combines  its  outstanding  shares of Common  Stock into a
smaller number of shares;

               (iv) makes a  distribution  on its Common  Stock in shares of its
capital stock other than Common Stock; and/or

               (v) issues, by  reclassification  of its Common Stock, any shares
of its capital  stock;  then the number and kind of Warrant  Shares  purchasable
upon exercise of this Warrant shall be adjusted so that the Holder upon exercise
hereof  shall be entitled  to receive  the kind and number of Warrant  Shares or
other  securities  of the Company  that the Holder would have owned or have been
entitled to receive after the happening of any of the events described above had
this Warrant been exercised  immediately prior to the happening of such event or
any record  date with  respect  thereto.  An  adjustment  made  pursuant to this
Section 2.3 shall become effective immediately after the record date in the case
of a dividend or distribution and shall become effective  immediately  after the
effective date in the case of a subdivision,  combination or issuance.  If, as a
result of an  adjustment  made  pursuant to this Section 2.3, the Holder of this
Warrant  thereafter  surrendered  for exercise shall become  entitled to receive
shares of two or more classes of capital stock or shares of Common Stock and any
other  class of capital  stock of the  Company,  the Board of  Directors  (whose
determination  shall be conclusive and shall be described in a written notice to
all holders of Warrants  promptly  after such  adjustment)  shall  determine the
allocation  of the adjusted  Warrant Share Price between or among shares of such
classes  of  capital  stock or shares of Common  Stock and such  other  class of
capital stock.

                                        4

<PAGE>


               The adjustment to the number of Warrant Shares  purchasable  upon
the  exercise of this  Warrant  described in this Section 2.3 shall be made each
time any event listed in paragraphs (i) through (v) of this Section 2.3 occurs.

               Simultaneously  with all adjustments to the number and/or kind of
securities,  property and cash to be issued in  connection  with the exercise of
this  Warrant,   the  Warrant  Share  Price  will  also  be  appropriately   and
proportionately adjusted.

          2.4 Sale of  Securities.  In the event the Company,  at any time after
the date of this  Warrant  issues  additional  Common  Stock,  preferred  stock,
options,  warrants,  or convertible  securities other than securities  currently
outstanding  as of the date hereof or issued upon the  conversion or exercise of
any securities  outstanding as of the date hereof, at a purchase price less than
the Warrant  Share Price in effect  immediately  prior to such issuance or sale,
then the  Warrant  Share  Price  shall be  automatically  reduced  to such lower
purchase   price  and  the  number  of  Warrant   Shares   shall  be   increased
proportionately;  provided,  however,  that no  adjustment  to the Warrant Share
Price or the number of Warrant Shares shall be made pursuant to this Section 2.4
in the event (i) of  issuances  by the  Company of less then  100,000  shares of
Common Stock, or securities  convertible into less than 100,000 shares of Common
Stock,  in a single  transaction,  (ii) the Company grants options to employees,
consultants,  officers or directors of the Company pursuant to plans approved by
the Board of Directors of the Company,  (iii) upon the issuance of securities to
a "strategic  partner" as determined by the Board of Directors of the Company or
(iv) upon the  issuance of  securities  pursuant to a strategic  acquisition  as
determined by the Board of Directors.

               (a) For the purpose of making any adjustment in the Warrant Share
Price as provided in this Section 2.4, the consideration received by the Company
for any issue or sale of Common Stock will be computed:

                    (i) to the extent it consists of cash, as the amount of cash
received by the Company before deduction of any offering expenses payable by the
Company  and  any  underwriting  or  similar   commissions,   compensation,   or
concessions  paid or allowed by the  Company  in  connection  with such issue or
sale;

                    (ii) to the extent it consists of property  other than cash,
at the fair market  value of that  property as  determined  in good faith by the
Company's Board of Directors; and

                    (iii) if Common Stock is issued or sold  together with other
stock or  securities  or other assets of the Company for a  consideration  which
covers  both,  as the  portion  of the  consideration  so  received  that may be
reasonably  determined in good faith by the  Company's  Board of Directors to be
allocable to such Common Stock.

                                        5

<PAGE>


               (b) If the  Company  (i) grants or sells any rights or options to
subscribe for,  purchase,  or otherwise  acquire shares of Common Stock, or (ii)
issues or sells any security  convertible into shares of Common Stock,  then, in
each case,  the price per share of Common Stock  issuable on the exercise of the
rights or options or the  conversion  of the  securities  will be  determined by
dividing (x) the total amount,  if any, received or receivable by the Company as
consideration  for the granting or sale of the rights or options or the issue or
sale of the  convertible  securities,  plus  the  minimum  aggregate  amount  of
additional consideration payable to the Company on exercise or conversion of the
securities,  by (y) the maximum number of shares of Common Stock issuable on the
exercise of conversion.  Such granting or issue or sale will be considered to be
an issue or sale for cash of the  maximum  number  of  shares  of  Common  Stock
issuable on exercise or conversion at the price per share  determined under this
Section 2.4, and the Warrant  Share Price will be adjusted as above  provided to
reflect  (on the  basis of that  determination)  the issue or sale.  No  further
adjustment  of the  Warrant  Share  Price will be made as a result of the actual
issuance of shares of Common Stock on the exercise of any such rights or options
or the conversion of any such convertible securities.

               Upon the  redemption or repurchase of any such  securities or the
expiration  or  termination  of the right to  convert  into,  exchange  for,  or
exercise  with  respect  to,  Common  Stock,  the  Warrant  Share  Price will be
readjusted  to such price as would have been  obtained had the  adjustment  made
upon their  issuance been made upon the basis of the issuance of only the number
of such securities as were actually converted into,  exchanged for, or exercised
with respect to, Common Stock.  If the purchase  price or conversion or exchange
rate  provided for in any such  security  changes at any time,  then,  upon such
change  becoming  effective,  the  Warrant  Share  Price then in effect  will be
readjusted  to such price as would have been  obtained had the  adjustment  made
upon the  issuance  of such  securities  been  made  upon  the  basis of (i) the
issuance  of only the  number of shares of  Common  Stock  theretofore  actually
delivered upon the conversion,  exchange or exercise of such securities, and the
total consideration received therefor, and (ii) the granting or issuance, at the
time of such  change,  of any such  securities  then still  outstanding  for the
consideration,  if any,  received by the Company  therefor and to be received on
the basis of such changed price or rate.

          2.5 Other Action  Affecting  Warrant Shares.  If the Company takes any
action affecting its shares of Common Stock after the date hereof, that would be
covered by Sections  2.1,  2.2 or 2.3 but for the manner in which such action is
taken or structured,  other than an action described in Sections 2.1, 2.2 or 2.3
which  would in any way  diminish  the value of this  Warrant,  then the Warrant
Share Price shall be  adjusted in such manner as the Board of  Directors  of the
Company shall in good faith determine to be equitable under the circumstances.

          2.6 Notice of  Adjustments.  Upon the occurrence of each adjustment or
readjustment  of the Warrant Share Price pursuant to this Section 2, the Company
at its  expense  will  promptly  compute  such  adjustment  or  readjustment  in
accordance  with the terms of this  Warrant  and prepare a  certificate  setting

                                        6

<PAGE>


forth such adjustment or readjustment and showing in detail the facts upon which
such adjustment or  readjustment  is based.  The Company will forthwith mail, by
first class mail, postage prepaid, a copy of each such certificate to the Holder
of this  Warrant  at the  address  of such  Holder  as shown on the books of the
Company.

          2.7 Other Notices. If at any time:

               (a) the Company shall (i) offer for  subscription pro rata to the
holders of shares of the Common  Stock any  additional  equity in the Company or
other rights;  (ii) pay a dividend in  additional  shares of the Common Stock or
distribute  securities or other  property to the holders of shares of the Common
Stock (including,  without limitation,  evidences of indebtedness and equity and
debt  securities);  or (iii) issue  securities  convertible  into,  or rights or
Warrants to purchase, securities of the Company;

               (b) there shall be any capital reorganization or reclassification
or  consolidation  or merger of the Company with, or sale,  transfer or lease of
all or substantially all of its assets to, another entity; or

               (c)  there  shall  be a  voluntary  or  involuntary  dissolution,
liquidation  or  winding  up of the  Company;  then,  in any one or more of said
cases,  the Company shall give,  by first class mail,  postage  prepaid,  to the
Holder of this  Warrant at the  address of such  Holder as shown on the books of
the Company, (a) at least 15 days' prior written notice of the date on which the
books  of  the  Company  shall  close  or a  record  shall  be  taken  for  such
subscription rights, dividend,  distribution or issuance, and (b) in the case of
any  such  reorganization,   reclassification,   consolidation,   merger,  sale,
dissolution,  liquidation  or winding up, at least 15 days' prior written notice
of the date when the same shall take place if no  stockholder  vote is  required
and at least 15 days' prior written  notice of the record date for  stockholders
entitled to vote upon such matter if a stockholder vote is required. Such notice
in accordance with the foregoing  clause (a) shall also specify,  in the case of
any such subscription  rights, the date on which the holders of shares of Common
Stock shall be entitled to exercise their rights with respect thereto,  and such
notice in accordance  with the foregoing  clause (b) shall also specify the date
on which the  holders of shares of Common  Stock  shall be  entitled to exchange
their shares of Common Stock for securities or other property  deliverable  upon
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation  or  winding  up,  as the case may be.  Failure  to give the  notice
referred to herein shall not affect the validity or legality of the action which
should have been the subject of the notice.

3. No Voting Rights. Except as otherwise provided herein, this Warrant shall not
be deemed to  confer  upon the  Holder  any  right to vote or to  consent  to or
receive  notice as a  stockholder  of the  Company,  as such,  in respect of any
matters whatsoever,  or any other rights or liabilities as a stockholder,  prior
to the exercise hereof.

                                        7

<PAGE>



4.   Warrants Transferable.

          This Warrant and all rights hereunder are transferable, in whole or in
part,  at the  principal  offices  of the  Company by the  Holder  hereof,  upon
surrender of this Warrant properly endorsed; provided, however, that without the
prior written consent of the Company,  this Warrant and all rights hereunder may
be  transferred  only  (i) to an  affiliate  of the  initial  Holder  hereof  or
successor  in  interest  to  any  such  person  in  a  transaction  exempt  from
registration  under the 1933 Act; or (ii) pursuant to the  registration  of this
Warrant or the Warrant  Shares under the 1933 Act or subsequent to one year from
the date hereof under Rule 144 or other exemption from such registration.

5.  Warrants  Exchangeable;  Loss,  Theft,  Destruction,  Etc.  This  Warrant is
exchangeable,  upon  surrender  hereof by the  Holder  hereof  at the  principal
offices of the  Company,  for new  Warrants  of like tenor  representing  in the
aggregate the right to subscribe  for and purchase the Warrant  Shares which may
be subscribed  for and purchased  hereunder,  each such new Warrant to represent
the right to subscribe for and purchase  such Warrant  Shares (not to exceed the
maximum aggregate  Warrant Shares which may be purchased  hereunder) as shall be
designated by such Holder hereof at the time of such surrender.  Upon receipt of
evidence  satisfactory  to  the  Company  of the  loss,  theft,  destruction  or
mutilation  of  this  Warrant  and,  in the  case of any  such  loss,  theft  or
destruction,  upon delivery of a bond or indemnity  satisfactory to the Company,
or, in the case of any such  mutilation,  upon surrender or cancellation of this
Warrant,  the  Company  will  issue to the Holder  hereof a new  Warrant of like
tenor,  in lieu of this  Warrant,  representing  the right to subscribe  for and
purchase the Warrant Shares which may be subscribed for and purchased hereunder.

6.  Legends;   Investment   Representations.   Any  certificate  evidencing  the
securities  issued  upon  exercise  of  this  Warrant  shall  bear a  legend  in
substantially the following form:

          THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "ACT").  SUCH
SECURITIES  MAY  NOT  BE  TRANSFERRED   EXCEPT  (A)  PURSUANT  TO  AN  EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR
(B) UPON  RECEIPT  BY THE  ISSUER OF AN OPINION  OF  COUNSEL,  WHICH  OPINION OF
COUNSEL SHALL BE REASONABLY  SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT SUCH
TRANSFER IS EXEMPT  FROM  REGISTRATION  UNDER THE ACT AND SUCH STATE  SECURITIES
LAWS.

7. Redemption. This Warrant is callable for a nominal price at the option of the
Company on thirty days' notice to the Holder if:

                                        8

<PAGE>


          (a) the average  closing bid price of the  Company's  Common Stock for
twenty  consecutive  trading days exceeds  300% of the Warrant  Share Price,  as
adjusted; and

          (b)  the  Common  Stock  of  the  Company  is  trading  on a  national
securities exchange or the Nasdaq SmallCap or National Market Systems; and

          (c) a  registration  statement  covering  the Warrant  Shares has been
declared  effective by the  Securities  and Exchange  Commission and the Warrant
Shares are not otherwise subject to any lock-up restrictions.

8. Modifications and Waivers. The terms of the Warrants may be amended, modified
or waived by  agreement  of the  Company,  Commonwealth  Associates,  L.P. and a
committee to be designated by Commonwealth  Associates,  L.P. whose members hold
in aggregate not less than 20% of the  outstanding  Warrants (the  "Committee");
provided,  however,  that no such amendment,  modification or waiver which would
decrease  the number of Warrant  Shares  purchasable  upon the  exercise  of any
Warrant, or increase the Warrant Share 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 Warrants.

9.  Miscellaneous.  The Company shall pay all expenses and other charges payable
in connection  with the  preparation,  issuance and delivery of this Warrant and
all  substitute  Warrants  other than as set forth in this Section 9. The Holder
shall  pay  all  taxes  (other  than  any  issuance  taxes,  including,  without
limitation,  documentary  stamp  taxes,  transfer  taxes and other  governmental
charges,  which shall be paid by the Company) in  connection  with such issuance
and delivery of the Warrants and the Warrant Shares.

          The  Company  shall  maintain,  at the office or agency of the Company
maintained  by the  Company,  books for the  registration  and  transfer  of the
Warrant.

10.  Reservation  of  Warrant  Shares.  From and  after  the date the  Company's
shareholders  approve the amendment to its Articles of Incorporation  increasing
the number of authorized  shares of Common Stock,  the Company will at all times
reserve and keep available, free from preemptive rights, out of the aggregate of
its  authorized  but unissued  Common Stock or its  authorized and issued Common
Stock held in its treasury, solely for the purpose of enabling it to satisfy any
obligation  to issue Warrant  Shares upon exercise of this Warrant,  the maximum
number of shares of Common Stock which may then be deliverable upon the exercise
of this Warrant.

          The Company or, if appointed,  the transfer agent for the Common Stock
(the "Transfer Agent") and every subsequent transfer agent for any shares of the
Company's  capital  stock  issuable  upon the  exercise  of any of the rights of
purchase  aforesaid will be irrevocably  authorized and directed at all times to
reserve such number of authorized  shares as shall be required for such purpose.
The Company will keep a copy of this Warrant on file with the Transfer Agent and
with every  subsequent  transfer  agent for any shares of the Company's  capital

                                        9

<PAGE>



stock  issuable upon the exercise of the rights of purchase  represented by this
Warrant.  The Company will furnish such Transfer  Agent a copy of all notices of
adjustments and certificates  related thereto transmitted to the Holder pursuant
to Section 2.6 hereof.

          The Company covenants that all Warrant Shares which may be issued upon
exercise of this Warrant will, upon issue, be fully paid, nonassessable, free of
preemptive rights and free from all taxes, liens, charges and security interests
with respect to the issue thereof.

11. Registration;  Obtaining Stock Exchange Listings. The Company agrees to file
a  registration  statement  under the 1933 Act,  which shall include the Warrant
Shares,  on Form SB-2 or another available form, within nine months of the final
closing  of the  offering  of the  Units  consisting  of  Series  C  Convertible
Preferred  Stock and Warrants,  of which this Warrant was originally a part, and
shall  use its  reasonable  best  efforts  to have such  registration  statement
declared effective as soon as practicable thereafter, pursuant to a Subscription
Agreement between the Company and the Holder dated as of the date hereof.

12.  Adjustment of Number of Warrant  Shares  Issuable and Exercise  Price.  The
number of Warrant  Shares  issuable  upon the  exercise of this  Warrant and the
Warrant  Share  Price  are  subject  to  adjustment  from  time to time upon the
occurrence of the events enumerated in Section 2.

13.  Descriptive  Headings and Governing  Law. The  descriptive  headings of the
several  paragraphs of this Warrant are inserted for convenience only and do not
constitute a part of this Warrant.  This Warrant shall be construed and enforced
in  accordance  with the laws of the  State of New York,  and the  rights of the
parties shall be governed by, the law of such State.


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<PAGE>



     IN WITNESS  WHEREOF,  this Warrant  Agreement  has been  executed as of the
_____ day of March, 2000.

                                            U.S. WIRELESS DATA, INC.


                                            By:
                                               ---------------------------------
                                            Its:
                                                --------------------------------















































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<PAGE>



                                  PURCHASE FORM


     Dated:__________, ____


     The undersigned hereby irrevocably elects to exercise the within Warrant to
the extent of  purchasing  _____  Warrant  Shares and  hereby  makes  payment of
$_____________ in payment of the exercise price thereof.




                                       -----------------------------------------



















                                       12

<PAGE>



                                CASHLESS EXERCISE


     Dated:__________, ____


     The  undersigned  irrevocably  elects to  exercise  the within  Warrant for
Warrant  Shares and hereby  makes  payment  pursuant  to the  Cashless  Exercise
provision  of the within  Warrant,  and directs  that the payment of the Warrant
Share Price be made by  cancellation  as of the date of exercise of a portion of
the within  Warrant in accordance  with the terms and provisions of Section 1(b)
of the within Warrant.


                                       -----------------------------------------

















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