LETTER OF INTENT


Cardservice International, Inc. (CSI) and U.S. Wireless Data, Inc. (USWD) intend
to form a  non-exclusive  strategic  partnership  for  the  purpose  of  jointly
exploiting  payment  system  opportunities  using  wireless  technologies.  This
document outlines the terms of the planned partnership agreement and constitutes
a non-binding Letter of Intent (LOI).

1.   CSI will  purchase  $1,000,000 of USWD  restricted  stock through a private
     placement.  Shares of this stock will be priced at 3.0208  less 10 percent.
     This price is based on the average  market closing price for the three days
     prior to Friday,  September 25, 1998.  The price is contingent on issuing a
     joint announcement on Wednesday,  September 30, 1998, and the completion of
     a definitive agreement by October 31, 1998.

2.   USWD and CCSI  will  simultaneously  issue a press  release  regarding  our
     agreement to become strategic partners based on this LOI.

3.   CSI  agrees to  promote  the joint  products  and  services  within its own
     markets and within other FDC organizations.

4.   USWD agrees to  aggressively  promote joint products and services,  such as
     LinkPoint  terminals,   with  other  acquirers,  and  to  enable  referrals
     originating from USWD's carrrier  relationships (e.g., GTE).  Historically,
     carrier  referrals  have  generated a large  number of  merchant  contracts
     without normal levels of selling expense.

5.   CSI agrees to produce  LinkPoint  terminals using USWD's  Wireless  Express
     Payment Service.  Payment for the Wireless Express Payment Service includes
     monthly service fees,  one-time set-up fees, and transaction fees along the
     lines previously discussed.

6.   USWD agrees to give CSI "most favored" pricing with respect to the Wireless
     Express Payment  Service.  CSI agrees give USWD "most favored"  pricing for
     its LinkPoint terminals.

7.   In the  definitive  agreements,  USWD  will  provide  CSI  with  sufficient
     protection  provisions  with respect to insuring that  processing  services
     provided by USWD and its vendors to the strategic partnership will continue
     without interruption.  As such, USWD contemplates  addressing the following
     issues: 1) conveying  intellectual  property rights to CSI for the purposes
     of manufacturing CDPD modems and wireless terminals:  2) assumption of USWD
     communication  contracts and  facilities by CSI; 3) failure of USWD to meet
     its financial  obligations;  and 4) the  assignability of USWD's agreements
     with certain telecommunication carriers to CSI.

8. USWD will present a plan, acceptable to CSI, for dealing with the convertible
preferred shares.


9. USWD and CSI will use best  efforts to finalize  and  implement a  definitive
agreement.


U.S. WIRELESS DATA Inc.                     Cardservice International, Inc.

By:                                         By:

/s/ Roger L. Peirce                         /s/ Chuck Burtzloff
-------------------                         -------------------
Chairman and CEO                            President and CEO
Dated: September 30, 1998                   Dated: September 30, 1998