EMPLOYMENTAGREEMENT

        THISEMPLOYMENT AGREEMENT is made this 13th day of August, 2002 between U.S. WirelessData, Inc., a Delaware corporation (the “Company”), and Adi Raviv (the“Executive”), an individual who presently resides at 320 East72nd Street, New York, NY 10021. 

        WHEREAS,the parties hereto wish to enter into an employment agreement to document theemployment of the Executive as Executive Vice President and Chief FinancialOfficer of U.S. Wireless Data, Inc., and to set forth certain additionalagreements between the Executive and the Company. 

        NOW,THEREFORE, in consideration of the mutual covenants and representationscontained herein, the parties hereto agree as follows:

        1.**TERM**. The Company will employ the Executive, and the Executive will servethe Company, under the terms of this Agreement for an initial term of two (2)years, commencing on the date hereof. Effective as of the expiration of suchinitial two-year term and as of each anniversary date thereof, the term of thisAgreement shall be extended for an additional twelve (12) month period unless,not later than three (3) months prior to each such respective date, the Companyshall have given notice to the Executive, or the Executive shall have givennotice to the Company that the term shall not be so extended. Notwithstandingthe foregoing, the Executive’s employment hereunder may be earlierterminated, as provided in Section 4 hereof. The term of this Agreement, as ineffect from time to time in accordance with the foregoing, shall be referred toherein as the “Term.” The period of time between the commencement andthe termination of the Executive’s employment hereunder shall be referredto herein as the “Employment Period.” 

        2.**EMPLOYMENT.**

                a. **Position.** The Companyhereby employs the Executive for the Employment Period as its **Executive VicePresident and Chief Financial Officer** on the terms and conditions set forthin this Agreement.

                b.**Authority and Duties.**  The Executive shall perform all duties and functions anddischarge such responsibilities as are customarily performed by the ChiefFinancial Officer of a similarly situated publicly-held company, and, inaddition, all duties, functions and responsibilities specified by the ChiefExecutive Officer of the Company to the extent such specifications areconsistent with the Executive's position as Chief Financial Officer. Withoutlimiting the generality of the foregoing, throughout the Employment Period andany extension thereof, the Executive shall report directly to the ChiefExecutive Officer of the Company. During the Employment Period, the Executiveshall devote his full business time, skill and efforts to the business of theCompany. Notwithstanding the foregoing, the Executive may (i) make and managepassive personal business investments of his choice (in the case of publiclyheld corporations not to exceed 1% of the outstanding voting stock; except forhis current holdings of THCG, Inc.) and serve in any capacity with any civic,educational or charitable organization, any trade association, or with THCGLiquidating Trust, without seeking or obtaining approval by the Board, providedsuch activities and service do not materially interfere or conflict with theperformance of his duties hereunder, and (ii) with the approval of the Board,which approval shall not be unreasonably withheld, serve on the boards ofdirectors of other corporations. The Company acknowledges and approves of thefact that Executive currently serves on the boards of directors ofAl-Bawaba.com, Inc., Global Credit Services, Inc. and Real Time ImageInc.

        3.**COMPENSATION AND BENEFITS.**

                a. **Salary.** During theEmployment Period, the Company shall pay to the Executive, as compensation forthe performance of his duties and obligations under this Agreement, a basesalary at the rate of no less than $150,000 and $225,000 per annum,respectively, for Executive’s first and second years of employment, payablein arrears not less frequently than bi-monthly in accordance with the normalpayroll practices of the Company. Such base salary shall be subject to revieweach year worked; however, each party agrees that while there has been nopromise or other inducement to Executive that his salary will be increased uponany such review(s), there is a commitment that such base salary may not bereduced.

                b. **Annual Cash Bonus.**During the Employment Period, the Executive shall have the opportunity to earnan annual cash bonus. The payment of any annual bonus shall be contingent uponthe achievement of certain corporate and/or individual performance goalsestablished by the Board in its discretion.

                c. **Equity Participation.**The Company’s Board of Directors has approved that the Executive be grantedtwo types of options to purchase shares of common stock. Type I options shallconsist of options to purchase 111,940 shares of common stock of the Company atan exercise price equal to the closing price of the Company’s stock on theExecutive’s first day of employment, subject to the Company’s“2000 Stock Option Plan.” The aforementioned options will vest overthe course of one year in equal, prorated increments as follows: one-twelfth, or9,328 options, will vest each and every month over the course ofExecutive’s first year of employment except that the first month’sinstallment shall be for 9,332 shares. Type II options shall consist of twohundred and fifty thousand (250,000) shares of common stock of the Company at anexercise price equal to the closing price of the Company's stock on theExecutive's first day of employment, subject to the Company’s “2000Stock Option Plan.” The aforementioned options will vest as follows:twenty-five percent (25%), or 62,500, will vest immediately and the remainingseventy-five percent (75%), or 187,500, will vest at the rate in accordance withthe 2000 Stock Option Plan. Upon the occurrence of a Change in Control, as suchterm is defined in Section 4.b. (3) below, all outstanding options granted bythe Company to the Executive during the Employment Period shall becomeimmediately vested and exercisable, subject to the other terms of the option(s)and the 2000 Stock Option Plan.

                d. **Annual Option Bonus.**During the Employment Period, the Executive may have the opportunity to earn anannual stock option bonus. The payment of any such stock option bonus shall becontingent upon the achievement of certain corporate and/or individualperformance goals established by the Chief Executive Officer and the Board intheir discretion. Upon the occurrence of a Change of Control, as such term isdefined in Section 4(e) below, all outstanding options granted by the Company tothe Executive during the Employment Period shall become immediately vested andexercisable, subject to the other terms of the option(s).

                e. **Other Benefits.** Duringthe Employment Period, the Executive shall be entitled to participate in all ofthe employee benefit plans, programs and arrangements of the Company in effectduring the Employment Period which are generally available to senior executivesof the Company, subject to and on a basis consistent with the terms, conditionsand overall administration of such plans, programs and arrangements. Inaddition, during the Employment Period, the Executive shall be entitled tofringe benefits and perquisites comparable to those of other senior executivesof the Company. For purposes of the benefits described in this subparagraph (e),Executive’s annual base salary shall be considered to be $225,000 to theextent permitted by law, regulation and the terms of the Company's benefitprograms.

                f. **Business Expenses.**During the Employment Period, the Company shall reimburse the Executive for alldocumented reasonable business expenses incurred by the Executive in theperformance of his duties under this Agreement, in accordance with the Company'spolicies as such may be in effect from time to time.

                g. **Indemnification.**During the Employment Period and thereafter, the Company shall indemnify theExecutive to the fullest extent permitted by applicable law. The Company shallenter into an Indemnification Agreement with Executive (“IndemnificationAgreement”), the terms of which shall govern Executive’s rights toindemnification. At all times throughout the Employment Period, the Companyshall maintain director and officer insurance in the amount of no less than $5million and shall maintain adequate cash reserves to insure that the Company iscapable of paying the premium(s) for such policy.

        4.**TERMINATION OF EMPLOYMENT.**

                a. **Termination for Cause.**The Company may at any time terminate the Executive’s employment hereunderfor cause. For purposes of this Agreement and subject to the Executive’sopportunity to cure as provided in Section 4(c) hereof, the Company shall have“cause” to terminate the Executive’s employment hereunder if suchtermination shall be the result of:

                        (1)Willful fraud or dishonesty in connection with the Executive’s performancehereunder except to the extent the Executive proves such dishonesty was bothunintentional and covered only a matter which was de minimis;

                        (2)The failure by the Executive to perform his material duties hereunder or anyother material breach by the Executive of this Agreement;

                        (3)The failure by the Executive to follow, in a material manner, the lawfuldirections of or the policies established by the Board of Directors or the ChiefExecutive Officer of the Company;

                        (4)The conviction for, or plea of nolo contendere to, a charge of commissionof a felony or crime involving moral turpitude;

                        (5)The Executive’s performance of any services under this Agreement whileunder the influence of drugs, alcohol, or any controlled substance except, withrespect to controlled substances only, to the extent the Executive proves (a)his taking of such controlled substances was prescribed by a medical doctor totreat a medical problem, (b) such controlled substance was used only inaccordance with said doctor’s instructions, and (c) taking such controlledsubstance does not and did not adversely effect the Executive’s jobperformance during more than a de minimis period of time; 

                        (6)The Executive acting in a manner, which damages or could reasonably expect todamage the business or reputation of the Company.

                        Theparties agree that each of the foregoing breaches, events, crimes, behaviors,acts, inactions or occurrences constitutes independent grounds for“cause” and the failure of any breach, event, crime, behavior, act,inaction or occurrence to constitute “cause” under any paragraph ofthis Section 4.a. shall not prevent that same breach, event, crime, behavior,act, inaction or occurrence from constituting “cause” under adifferent paragraph of this Section 4.a. 

                b. **Termination for GoodReason.** The Executive shall have the right at any time to terminate hisemployment with the Company at any time and for any reason upon thirty (30)days’ prior written notice to the Company. For purposes of this Agreementand subject to the Company’s opportunity to cure as provided in Section4(c) hereof, the Executive shall have “good reason” to terminate hisemployment hereunder if such termination shall be the result of:

                        (1)A breach by the Company of the compensation and benefits provisions set forth inSection 3 hereof;

                        (2)A material breach by the Company of any other term of this Agreement.

                        (3)A “Change in Control” of the Company, as such is defined in Section4(e) herein.

                        (4)A move by the Company of its executive offices outside of Manhattan and beyond areasonable commuting distance.

                        (5)A relocation by the Company of its executives to an office outside of Manhattanand beyond a reasonable commuting distance.

                c. **Notice and Opportunity toCure.** Notwithstanding the foregoing, it shall be a condition precedent tothe Company’s right to terminate the Executive’s employment for“cause” and the Executive’s right to terminate his employment for“good reason” that (1) the party seeking the termination shall firsthave given the other party written notice stating with specificity the reasonfor the termination (“breach”) and (2) if such breach is reasonablysusceptible of cure or remedy, a period of thirty (30) days from and after thegiving of such notice shall have elapsed without the breaching party havingeffectively cured or remedied such breach during such 30-day period, unless suchbreach cannot be reasonably cured or remedied within thirty (30) days, in whichcase the period for remedy or cure shall be extended for a reasonable time (notto exceed an additional thirty (30) days) provided the breaching party has madeand continues to make a diligent effort to effect such remedy orcure.

                d. **Termination Upon Death orPermanent and Total Disability.** The Employment Period shall be terminated bythe death of the Executive. The Employment Period may be terminated by theCompany if the Executive shall be rendered incapable of performing his duties tothe Company by reason of any medically determined physical or mental impairmentthat can be expected to result in death or that can be expected to last for aperiod of three (3) or more consecutive months from the first date of theExecutive’s absence due to the disability (“Disability”). If theEmployment Period is terminated by reason of a Disability of the Executive, theCompany shall give thirty (30) days' advance written notice to that effect tothe Executive.

                e. **Definition of Change inControl.** A “Change in Control” shall be deemed to have taken placeif the following events occur:

                        (1)Any “person,” as such term is used in Sections 13(d) and 14(d) of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”)(other than the Company, any trustee or other fiduciary holding securities underan employee benefit plan of the Company, or any corporation owned directly orindirectly by the stockholders of the Company in substantially the sameproportion as the ownership of stock of the Company), is or becomes the“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),directly or indirectly, of securities of the Company representing more than 50%of the combined voting power of the Company’s then outstanding securities;or 

                        (2)Individuals who, as of the date hereof (the “Effective Date”),constitute the Board of Directors of the Company (as of the Effective Date, the“Incumbent Board”) cease for any reason to constitute at least amajority of the Board of Directors of the Company provided that any personbecoming a director subsequent to the date hereof whose election, or nominationfor election by the Company’s stockholders, was approved by the Executiveshall be, for purposes of this Agreement, considered as though such person werea member of the Incumbent Board; or 

                        (3)The stockholders of the Company approve a merger or consolidation of the Companywith any other corporation, other than (A) a merger or consolidation which wouldresult in the voting securities of the Company outstanding immediately priorthereto continuing to represent (either by remaining outstanding or by beingconverted into voting securities of the surviving entity) more than 60% of thecombined voting power of the voting securities of the company or such survivingentity outstanding immediately after such merger or consolidation or (B) amerger or consolidation effected to implement a recapitalization of the Company(or similar transaction) in which no “person” (as hereinabove defined)acquires more than 50% of the combined voting power of the Company’s thenoutstanding securities; or 

                        (4)The stockholders of the Company approve a plan of complete liquidation of theCompany or an agreement for the sale or dispositions by the Company of all orsubstantially all of the Company's assets.

        5.**CONSEQUENCES OF TERMINATION.**

                a. **Termination Without Causeor for Good Reason.** In the event of termination of the Executive’semployment hereunder by the Company without “cause” (other than upondeath or Disability) or by the Executive for “good reason” (each asdefined in Section 4 hereof), the Executive shall be entitled to the followingseverance pay and benefits:

                        (1)**Severance Pay.** If terminated during the initial two-year Term, or anyextension Term, Executive shall receive severance payments for the remainder ofthe Term or any extension Term in regular payroll increment payments; however,in no event shall the Executive receive severance payments for a period lessthan six months following such termination (the “Severance Period.”)The amount of severance payments throughout the entire Severance Period shall beat a rate of the Executive’s base salary at the time of termination. In theevent the Executive terminates this agreement for “good reason” due toa Change in Control as defined in section 4e hereof, the Executive shall be paidby the Company the severance pay as outlined above, plus an amount equal to theExecutive’s most recent annual cash bonus. Such cash bonus shall be dividedby the number of months remaining in the Severance Period with the quotientbeing added to each regular payroll payment to the Executive throughout theSeverance Period. In addition, any accrued but unpaid bonus shall be paid infull. For purposes of this subparagraph 5.a.(1), Executive’s annual basesalary shall be considered to be $225,000. 

                        (2)**Benefits Continuation.** Continuation for the Severance Period of coverageunder the group medical care, disability and life insurance benefit plans orarrangements in which the Executive is participating at the time of termination;provided, however, that the Company’s obligation to provide such coverageshall be terminated if the Executive obtains comparable substitute coverage fromanother employer at any time during the Severance Period. The Executive shall beentitled, at the expiration of the Severance Period, to elect continued medicalcoverage in accordance with Section 4980B of the Internal Revenue Code of 1986,as amended (or any successor provision thereto); and 

                        (3)**Stock Options and Warrants.** Any Options or Warrants to purchase shares ofthe Company’s Common Stock held by the Executive immediately prior totermination of employment within six months of a Change of Control or upon atermination by the Company without Cause or by Executive for Good Reason shallbecome immediately vested and exercisable, subject to the other terms of theOption or Warrant itself. 

                b. **Other Terminations.** Inthe event of termination of the Executive’s employment hereunder for anyreason other than those specified in Section 5(a) hereof, the Executive shall bepaid salary for a period of two (2) months following such termination except asmay otherwise be provided under award agreements relating to the Executive orapplicable law. In addition, the Executive shall be entitled to retain hisemployee benefits and stock warrant and option rights for such two (2) monthperiod except as may otherwise be provided under award agreements relating tothe Executive, the applicable benefit plans, the warrant itself, the applicableoption plans or applicable law.

        6.**CONFIDENTIALITY**. The Executive agrees that he will not at any time duringthe Term hereof or at any time for a period of 3 years thereafter for anyreason, in any fashion, form or manner, either directly or indirectly, divulge,disclose or communicate to any person, firm, corporation or other businessentity, in any manner whatsoever, any confidential information or trade secretsconcerning the business of the Company, including, without limiting thegenerality of the foregoing, the techniques, methods or systems of its operationor management, any information regarding its financial matters, or any othermaterial information concerning the business of the Company, its manner ofoperation, its plans or other material data. The provisions of this Section 6shall not apply to (i) information that is public knowledge other than as aresult of disclosure by the Executive in breach of this Section 6; (ii)information disseminated by the Company to third parties in the ordinary courseof business; (iii) information lawfully received by the Executive from a thirdparty who, based upon inquiry by the Executive, is not bound by a confidentialrelationship to the Company; or (iv) information disclosed under a requirementof law or as directed by applicable legal authority having jurisdiction over theExecutive. 

        7.**INVENTIONS**. The Executive is hereby retained in a capacity such that theExecutive’s responsibilities include the making of managerial contributionsof value to the Company. The Executive hereby assigns to Company all right,title and interest in such contributions made or conceived by the Executivealone or jointly with others during the Employment Period which relate to thebusiness or of the Company. This assignment shall include (a) the right to fileand prosecute patent applications on such inventions in any and all countries,(b) the patent applications filed and patents issuing thereon, and (c) the rightto obtain copyright, trademark or trade name protection for any such workproduct. The Executive shall promptly and fully disclose all such contributionsand inventions to the Company and assist the Company in obtaining and protectingthe rights therein (including patents thereon), in any and all countries;provided, however, that said contributions and inventions will be the propertyof Company, whether or not patented or registered for copyright, trademark ortrade name protection, as the case may be. Inventions conceived by the Executivewhich are not related to the business of the Company, will remain the propertyof the Executive. 

        8.**NON-COMPETITION**. The Executive agrees that he shall not during theEmployment Period and, if applicable, the Severance Period, without the approvalof the Chief Executive Officer, directly or indirectly, alone or as partner,joint venturer, officer, director, employee, consultant, agent, independentcontractor or stockholder (other than as provided below) of any company orbusiness, engage in any “Competitive Business” within the UnitedStates. For purposes of the foregoing, the term “Competitive Business”shall mean any business involved in development, marketing, sale or support ofproducts or services which can reasonably be expected to directly causecustomers not to use the Company’s products or services. Notwithstandingthe foregoing, the Executive shall not be prohibited during the non-competitionperiod applicable above from acting as a passive investor where he owns not morethan one percent (1%) of the issued and outstanding capital stock of anypublicly-held company. During the period that the above non-competitionrestriction applies, the Executive shall not, without the written consent of theCompany, solicit any employee of the Company or any current or future subsidiaryor affiliate thereof to terminate his or her employment. 

        9.**BREACH OF RESTRICTIVE COVENANTS**. The parties agree that a breach orviolation of Sections 6, 7 or 8 hereof will result in immediate and irreparableinjury and harm to the innocent party, who shall have, in addition to any andall remedies of law and other consequences under this Agreement, the right to aninjunction, specific performance or other equitable relief to prevent theviolation of the obligation hereunder. 

        10.**NOTICE**. For the purposes of this Agreement, notices, demands and allother communications provided for in this Agreement shall be in writing andshall be deemed to have been duly given when delivered or (unless otherwisespecified) mailed by United States certified or registered mail, return receiptrequested, postage prepaid, addressed as follows: 

        a.If to the Company, to:

                U.S. Wireless Data, Inc.