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 UNITS OF

                            U.S. WIRELESS DATA, INC.

Warrant No. ___

     THIS CERTIFIES that, for value received,  Commonwealth Associates, L.P., 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,  32 Units of the Company.  Each
Unit  initially  consists  of (i)  10,000  shares  of  the  Company's  Series  C
Convertible  Preferred Stock (the "Shares"),  each Share convertible into shares
of the  Company's  common  stock,  no par value (the "Common  Stock"),  and (ii)
seven-year  warrants  (the "Unit  Warrants")  to  purchase a number of shares of
Common Stock equal to 25% of the number of shares of Common Stock into which the
Shares are convertible. The Shares and Unit Warrants underlying this Warrant are
identical  to the  shares  and unit  warrants  (the  "Investor  Shares"  and the
"Investor  Warrants,"  respectively)  included in the Units sold pursuant to the
Company's Confidential Private Placement Memorandum, dated February 14, 2000, as
amended.  The Investor  Shares and the Investor  Warrants are subject to call as
provided therein and, if this Warrant is exercised after the date that such call
is given (the "Call Date"),  it shall only be exercisable for Common Stock.  The
purchase price for each Unit is one hundred  thousand  dollars  ($100,000)  (the
"Exercise Price"),  provided that if the Holder elects,  after the Call Date, to
receive the Common  Stock which would have been  issuable  upon  exercise of the
Unit  Warrants,  the Exercise Price shall be increased by an amount equal to the
exercise price of such Unit Warrants (the "Underlying  Warrant Exercise Price").
Securities issuable upon exercise of this Warrant 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.


<PAGE>


1.       Exercise; Payment for Ownership Interest.

(b) 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. San Francisco 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 Exercise  Price  multiplied by the number of Units as to which this
Warrant is then being  exercised or, if this Warrant is exercised after the Call
Date,  by payment of an amount  equal to the number of shares of Common Stock as
to which this Warrant is being issued multiplied by the Post-Call Exercise Price
(as defined below).  Any transfer of Units 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 the holder of the Units,  or, if  exercised
after the Call Date,  Common  Stock,  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 Units or shares of Common
Stock 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 Units or Common Stock determined as of the date of delivery.

(c) All or any  portion  of the  Exercise  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  Exercise 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
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 Exercise  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.

                                        2

<PAGE>



(d) 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 Units
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
Units.  Upon any exercise and surrender of this Warrant,  the Company will issue
and  deliver  to the Holder a  certificate  or  certificates  in the name of the
Holder  for the  number of Shares to which the Holder  shall be  entitled  and a
certificate  representing  the Unit  Warrants,  or, if exercised  after the Call
Date,  the shares of Common Stock,  to which the Holder shall be entitled or the
proportionate part thereof if this Warrant is exercised in part, pursuant to the
provisions of this Warrant.

2.   Adjustments.

     2.1 The Holder of the Warrant shall  receive upon exercise  hereof prior to
the Call Date Shares and Unit Warrants that will reflect all adjustments to such
securities as would have occurred from the date of this Warrant through the date
of exercise of the Warrant and which shall be identical  to Investor  Shares and
Investor Warrants. For purposes of clarity, the Holder of the Warrant,  whenever
exercised prior to the Call Date, shall have the right to receive that amount of
securities  of the Company  had the Holder  exercised  this  Warrant on the date
hereof and  received  the  benefit of all  adjustments  (for  anti-dilution,  or
changes  in  capitalization,  or a merger  or other  transaction  effecting  the
capitalization of the Company) to such securities as if the Holder had held such
securities  from the date hereof  until the date of  exercise  of this  Warrant.
After the Call Date, the Holder of this Warrant shall be entitled to receive the
number of shares of Common Stock which such Holder would have  received had such
Holder exercised this Warrant and the Unit Warrants in full immediately prior to
the Call Date,  as adjusted  equitably for any stock  splits,  stock  dividends,
mergers or  recapitalization  occurring after the Call Date at an exercise price
equal to the conversion or exercise price, as the case may be, of the Shares and
Unit  Warrants  as of the Call Date,  as  appropriately  adjusted  for any stock
dividends,  mergers or recapitalization occurring after the Call Date. By way of
illustration,  if this Warrant was initially  exercisable for one Unit and if on
the Call Date one unit consisted of 10,000 Shares convertible into 66,666 shares
of Common Stock at $1.50 per share and Warrants exercisable for 25% of 66,666 at
$1.50 per share and  subsequent to the Call Date the Company  declared a 2-for-1
stock split,  the Holder  would be entitle to exercise  this Warrant for 166,665
shares of Common Stock at $.75 per share (representing 133,332 shares in respect
of the Shares included in the Unit originally  underlying the Warrant and 33,333
shares of Common  Stock in respect  of the Unit  Warrants  included  in the Unit
originally underlying the Warrant).


                                        3

<PAGE>


     2.2  Notice of  Adjustments.  Upon the  occurrence  of each  adjustment  or
readjustment  of the Units  pursuant to Section  2.1, the Company at its expense
will promptly  compute such adjustment or readjustment and prepare a certificate
setting 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.

     2.3 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.

                                        4

<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;  or (ii) pursuant to
the  registration  of this Warrant  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 Units or Common Stock
which may be subscribed  for and purchased  hereunder,  each such new Warrant to
represent  the right to subscribe  for and  purchase  such Units or Common Stock
(not to exceed the maximum  aggregate  Units or shares of Common Stock 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 Units or Common  Stock  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.  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 7. 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 Units.

                                        5

<PAGE>


          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.

8.  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.


                                        6

<PAGE>




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

                                     U.S. WIRELESS DATA, INC.


                                     By:
                                        ----------------------------------------

                                     Its:
                                         ---------------------------------------




















                                        7

<PAGE>


                                  PURCHASE FORM

          Dated:__________, ____

                               Prior to Call Date

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

                               After the Call Date

          The  undersigned  hereby  irrevocably  elects to  exercise  the within
Warrant to the extent of  purchasing  _____  shares of Common  Stock  (including
_____ shares which would have been issuable  pursuant to the Unit  Warrants) and
hereby makes payment of $_____ in payment of the exercise price thereof.


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
























                                        8

<PAGE>


                             CASHLESS EXERCISE FORM

          Dated:__________, ____

                               Prior to Call Date

          The undersigned  irrevocably elects to exercise the within Warrant for
Units and hereby makes payment  pursuant to the Cashless  Exercise  provision of
the within  Warrant,  and directs that the payment of the Exercise 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.

                               After the Call Date

          The undersigned  irrevocably  elects to exercise the within Warrant to
the extent of purchasing  shares of Common Stock  (including  shares which would
have been  issuable  pursuant to the Unit  Warrants)  and hereby  makes  payment
pursuant to the Cashless Exercise  provision of the within Warrant,  and directs
that the payment of the Exercise 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.


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

























                                        9