EXHIBIT 10.32



                              EMPLOYMENT AGREEMENT


                  THIS  AGREEMENT is entered into as of August 19, 1998,  by and
between ROGER PEIRCE (the  "Executive") and U.S. WIRELESS DATA, INC., a Colorado
corporation (the "Company").

                  1.       Duties and Scope of Employment.

                           (a)    Position. For the term of his employment under
this Agreement ("Employment"), the Company agrees to employ the Executive in the
position of Chairman and Chief Executive Officer.  The Executive shall report to
the Company's Board of Directors.

                           (b)    Obligations  to  the Company.  During the term
of his Employment, the Executive shall devote his full business efforts and time
to the Company.  During the term of his  Employment,  without the prior  written
approval of a member of the  Company's  Board,  the  Executive  shall not render
services in any  capacity  to any other  person or entity and shall not act as a
sole  proprietor  or partner of any other  person or entity or as a  shareholder
owning more than five percent of the stock of any other corporation, except that
it is acknowledged that Executive is and may remain on the board of directors of
and perform limited services for Global Reach Internet  Communications  and Card
Service  International.  The Executive shall comply with the Company's  policies
and  rules,  as they may be in effect  from time to time  during the term of his
Employment.

                           (c)    No  Conflicting  Obligations.   The  Executive
represents  and  warrants  to the  Company  that he is under no  obligations  or
commitments,  whether  contractual or otherwise,  that are inconsistent with his
obligations under this Agreement.  The Executive represents and warrants that he
will not use or disclose,  in connection with his employment by the Company, any
trade secrets or other proprietary information or intellectual property in which
the Executive or any other person has any right,  title or interest and that his
employment by the Company as contemplated by this Agreement will not infringe or
violate the rights of any other person.

                           (d)   Commencement Date. The Executive shall commence
full-time  Employment  as soon as reasonably  practicable  and in no event later
than August 13, 1998.
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                  2.       Cash and Incentive Compensation.

                           (a)      Salary.  The Company shall pay the Executive
as  compensation  for his  services a base salary at a gross  annual rate of not
less than $75,000. Such salary shall be payable in accordance with the Company's
standard payroll procedures.

                           (b)      Stock  Options.  The Company shall grant the
Executive a stock  option  covering  1,000,000  shares of the  Company's  Common
Stock.  Such option shall be granted  effective  on the date that the  Executive
commences  employment.  The option  shall be an  incentive  stock  option to the
maximum  extent  permissible  under the Federal tax laws.  The exercise price of
such option shall be equal to the fair market value of such stock on the date of
grant.  The term of such option  shall be 10 years.  However,  the option  shall
expire on the later of September 1, 2002 or one year after  cessation of service
in the event of the termination of Executive's  service,  which shall be defined
for purposes of the option as Employment,  service as a consultant or service as
a Board member. Such option shall be immediately exercisable,  but the purchased
shares shall be subject to  repurchase  by the Company at the exercise  price in
the event  that the  Executive's  Employment  terminates  before he vests in the
shares.  The  Executive  shall  vest in the  option  shares in 48 equal  monthly
installments  measured from commencement of employment.  The option shares shall
become fully vested in the event of a change in control  involving  the Company.
The grant of such option shall be subject to the other terms and  conditions set
forth in the U.S.  Wireless Data  Corporation  1992 Stock Option Plan and in the
Company's standard form of stock option agreement. /s/ See Note Below RP

                  3.  Vacation and  Executive  Benefits.  During the term of his
Employment,  the  Executive  shall be eligible for paid  vacations in accordance
with the Company's standard policy for similarly situated  employees,  as it may
be amended from time to time.  During the term of his Employment,  the Executive
shall be eligible to participate in any employee benefit plans maintained by the
Company for similarly situated employees,  subject in each case to the generally
applicable   terms  and   conditions   of  the  plan  in  question  and  to  the
determinations of any person or committee administering such plan.

                  4.       Business Expenses; Indemnification.

                           (a)    During  the term of his Employment,  Executive
shall be authorized to incur necessary and reasonable travel,  entertainment and
other business  expenses in connection  with his duties  hereunder.  The Company
shall reimburse the Executive for such expenses upon presentation of an itemized
account and  appropriate  supporting  documentation,  all in accordance with the
Company's generally applicable policies.

                           (b)    The Company shall  indemnify  Executive to the
fullest extent permitted by the Colorado corporation law from claims against him
in his  capacity as an 


<PAGE>
officer and employee of the Company and, to the extent he is serving as such, as
a Director of the  Company.  Such  indemnification  shall  include,  among other
terms,  the  advancement,  as  incurred,  of costs and legal  fees of  defending
against any such claims.  The Company and Executive  shall enter into a mutually
agreeable form of indemnification agreement pursuant to which Executive is to be
indemnified at least to the extent  provided in this paragraph 4(b). The Company
shall  use its best  efforts  to  obtain  and  maintain  a policy  of  liability
insurance  insuring Executive against personal liability from claims against him
in his capacity as an officer or Director of the Company.

                  5.       Term of Employment.

                           (a)      Basic Rule.  The Company  agrees to continue
the  Executive's  Employment,  and the Executive  agrees to remain in Employment
with the Company, from the commencement date set forth in Section 1(d) until the
date when the Executive's  Employment  terminates  pursuant to Subsection (b) or
(c) below.  The Executive's  Employment with the Company shall be "at will." Any
contrary  representations  that may have  been  made to the  Executive  shall be
superseded by this  Agreement.  This  Agreement  shall  constitute  the full and
complete agreement between the Executive and the Company on the "at will" nature
of the Executive's  Employment,  which may only be changed in an express written
agreement signed by the Executive and a duly authorized officer of the Company.

                           (b)      Termination.  The Company  may terminate the
Executive's  Employment at any time and for any reason (or no reason),  and with
or without Cause, by giving the Executive  notice in writing.  The Executive may
terminate  his  Employment  by giving  the  Company 14 days'  advance  notice in
writing. The Executive's  Employment shall terminate  automatically in the event
of his death.

                           (c)      Permanent   Disability.   The   Company  may
terminate  the  Executive's  active  Employment  due to Permanent  Disability by
giving the Executive 30 days' advance notice in writing.  For all purposes under
this Agreement,  "Permanent  Disability"  shall mean that the Executive,  at the
time notice is given,  has failed to perform his duties under this Agreement for
a period of not less than 180  consecutive  days as the result of his incapacity
due to physical or mental injury,  disability or illness.  In the event that the
Executive  satisfactorily  resumes the performance of  substantially  all of his
duties  hereunder  before the  termination of his active  Employment  under this
Subsection (c) becomes effective,  the notice of termination shall automatically
be deemed to have been revoked.
<PAGE>
                           (d)     Rights Upon Termination.  Except as expressly
provided  in  Section  6, upon the  termination  of the  Executive's  Employment
pursuant  to this  Section  5,  the  Executive  shall  only be  entitled  to the
compensation,  benefits and reimbursements  described in Sections 2, 3 and 4 for
the period preceding the effective date of the  termination.  The payments under
this Agreement shall fully discharge all  responsibilities of the Company to the
Executive.

                           (e)      Termination  of  Agreement.   This Agreement
shall  terminate  when  all  obligations  of the  parties  hereunder  have  been
satisfied. The termination of this Agreement shall not limit or otherwise affect
any of the Executive's obligations under Section 7.

                  6.       Termination Benefits.

                           (a)      General  Release.  Any  other  provision  of
this Agreement  notwithstanding,  Subsections  (b) and (c) below shall not apply
unless the Executive (i) has executed a general release (in a form prescribed by
the  Company) of all known and unknown  claims that he may then have against the
Company  or  persons  affiliated  with the  Company  and (ii) has  agreed not to
prosecute any legal action or other proceeding based upon any of such claims.

                           (b)      Severance  Pay.  If, during the term of this
Agreement,  the Company  terminates  the  Executive's  Employment for any reason
other than Cause or Permanent  Disability,  then the Executive  shall vest in an
additional 12/48 of the option shares granted under paragraph 2(b).

                           (c)  Definition  of "Cause." For all  purposes  under
this Agreement, "Cause" shall
mean:

                                    (i)     Unauthorized   use   or   disclosure
               of the confidential information or trade secrets of the Company;

                                    (ii)   Any   breach   of   the   Proprietary
               Information  and Inventions  Agreement  between the Executive and
               the Company or any other agreement  between the Executive and the
               Company;

                                    (iii)  Conviction  of, or a plea of "guilty"
               or "no contest" to, a felony under the laws of the United  States
               or any state thereof;

                                    (iv) Threats or acts of violence directed at
               any  present,   former  or  prospective   employee,   independent
               contractor, vendor, customer or business partner of the Company;
<PAGE>
                                    (v)     Misappropriation  of  the  assets of
               the Company or other acts of dishonesty; or

                                    (vi)  Misconduct or gross  negligence in the
               performance  of  duties  assigned  to the  Executive  under  this
               Agreement.

The  foregoing  shall not be deemed an  exclusive  list of all acts or omissions
that the Company may consider as grounds for the  termination of the Executive's
Employment.

                  7.       Non-Solicitation and Non-Disclosure.

                           (a)     Non-Solicitation.  During the period commenc-
ing on the date of this Agreement and continuing until the second anniversary of
the  date  when  the  Executive's  Employment  terminated  for any  reason,  the
Executive  shall not  directly  or  indirectly,  personally  or through  others,
solicit or attempt to solicit (on the Executive's own behalf or on behalf of any
other person or entity) either (i) the employment of any employee of the Company
or any of the  Company's  affiliates or (ii) the business of any customer of the
Company or any of the Company's  affiliates  with whom the Executive had contact
during his Employment.

                           (b)      Non-Disclosure.  The  Executive  has entered
into a Proprietary  Information and Inventions Agreement with the Company, which
is  incorporated  herein by  reference.  Notwithstanding  anything  else in this
Agreement or in any other  agreement  such as (but not limited to) an inventions
or proprietary  rights  agreement that Executive may sign or be required to sign
pursuant to his employment with Company,  anything created by Executive prior to
or during his employment that relates to [electronic payments] is not within the
scope of this Agreement.

                  8.       Successors.

                           (a)     Company's  Successors.  This Agreement  shall
be  binding  upon any  successor  (whether  direct or  indirect  and  whether by
purchase,  lease,  merger,  consolidation,  liquidation  or otherwise) to all or
substantially  all of the Company's  business  and/or  assets.  For all purposes
under this  Agreement,  the term  "Company"  shall  include any successor to the
Company's business and/or assets which becomes bound by this Agreement.

                           (b)     Executive's  Successors.  This Agreement  and
all rights of the  Executive  hereunder  shall  inure to the  benefit of, and be
enforceable by, the Executive's  personal or legal  representatives,  executors,
administrators, successors, heirs, distributees, devisees and legatees.
<PAGE>
                  9.       Miscellaneous Provisions.

                           (a)     Notice.  Notices and all other communications
contemplated  by this Agreement  shall be in writing and shall be deemed to have
been duly given when  personally  delivered  or when  mailed by U.S.  registered
mail,  return  receipt  requested  and  postage  prepaid.  In  the  case  of the
Executive, mailed notices shall be addressed to him at the home address which he
most  recently  communicated  to the  Company  in  writing.  In the  case of the
Company,  mailed notices shall be addressed to its corporate  headquarters,  and
all notices shall be directed to the attention of its Secretary.

                           (b)      Modifications  and Waivers.  No provision of
this Agreement shall be modified,  waived or discharged unless the modification,
waiver or discharge is agreed to in writing and signed by the  Executive  and by
an authorized  officer of the Company (other than the  Executive).  No waiver by
either party of any breach of, or of compliance with, any condition or provision
of this  Agreement by the other party shall be  considered a waiver of any other
condition or provision or of the same condition or provision at another time.

                           (c)      Whole Agreement.  No other  agreements, rep-
resentations or  understandings  (whether oral or written and whether express or
implied)  which are not expressly set forth in this  Agreement have been made or
entered  into by either party with respect to the subject  matter  hereof.  This
Agreement and the Proprietary  Information and Inventions  Agreement contain the
entire understanding of the parties with respect to the subject matter hereof.

                           (d)      Withholding  Taxes.  All payments made under
this  Agreement  shall be subject to reduction to reflect taxes or other charges
required to be withheld by law.

                           (e)      Choice of Law. The validity, interpretation,
construction  and performance of this Agreement shall be governed by the laws of
the State of California (except their provisions governing the choice of law).

                           (f)     Severability.   The  invalidity or unenforce-
ability of any provision or provisions  of this  Agreement  shall not affect the
validity or enforceability of any other provision hereof,  which shall remain in
full force and effect.
<PAGE>
                           (g)     No Assignment.  This Agreement and all rights
and obligations of the Executive hereunder are personal to the Executive and may
not be  transferred  or assigned by the  Executive at any time.  The Company may
assign its rights under this  Agreement to any entity that assumes the Company's
obligations  hereunder  in  connection  with  any sale or  transfer  of all or a
substantial portion of the Company's assets to such entity.

                           (h)    Counterparts.  This Agreement may be  executed
in two or more counterparts,  each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.

                  IN WITNESS  WHEREOF,  each of the  parties has  executed  this
Agreement,  in the case of the Company by its duly authorized officer, as of the
day and year first above written.





                                                     /s/ Roger L. Peirce  
                                                     ------------------------
                                                     ROGER L. PEIRCE



                                                     U.S. WIRELESS DATA, INC.


                                                     By  /s/ Rod Stambuagh   
                                                     ------------------------
                                                     Rod Stambaugh   
                                                     Title:   President  



/s/ Subject to revision of Paragraph 2(b) to conform to
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ISO and non-qualified stock option rules. RP
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