SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                                 Amendment No. 2

                                   [Mark One]

[ X ] ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934 For the fiscal year ended June 30, 1997

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from ____________________ to _____________________.

                          Commission file no.: 0-22848

                            U.S. WIRELESS DATA, INC.
                            ------------------------
                 (Name of small business issuer in its charter)

           Colorado                                       84-1178691
           --------                                      ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

           2200 Powell Street, Suite 450, Emeryville, California 94608
           -----------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (510) 596-2025
                                                           --------------

        Securities registered pursuant to Section 12(b) of the Act: None

          Securities registered under Section 12(g) of the Exchange Act

                        No Par Value Class A Common Stock
                        ---------------------------------
                                (Title of Class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.
                                  Yes _X_  No___

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

The issuer's revenues for the fiscal year ended June 30, 1997 were $1,315,542

The  aggregate  market value of the issuer's  voting stock held as of August 31,
1997 by non-affiliates of the Registrant was approximately  $18,581,000 based on
an average price of $3.49 as of August 29, 1997.

As of August  31,  1997,  the issuer  had  9,113,952  shares of its no par value
common stock outstanding.

Transitional Small Business Disclosure Format (check one):


                               Yes ___  No _X_
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS AND REPORTS ON FORM 8-K

(a)          List of Exhibits Required by Item 601 of Regulation S-B
             -------------------------------------------------------

                Exhibit    Description
                -------    -----------
<S>                        <C>
                3.1        Copy of Amended Articles of Incorporation (2)

                3.2        Copy of Amended Bylaws (2)
  
                4.1        Representative's Warrant Agreement dated as of December 2, 1993

                4.2        Common Stock Purchase Warrant issued to James B. Walters on or about
                           April 12, 1993

                4.3        Common Stock Purchase Warrant issued to Kenneth DeJohn on or about May 1, 1993

                4.4        Consulting Agreement dated August 15, 1992, as amended April 12, 1993,
                           with James B. Walters (1)
               
                4.5        Form of Common Stock Purchase Warrant issued to John Liviakis and Robert Prag 
                           as of August 4, 1997 (This exhibit is included in Exhibit 10.13 filed herewith.)
 
                10.1       License and Volume Purchase Agreement with OMRON Systems of America with
                           Solectron Addendum (1)

                10.2       Promissory Note with OMRON Systems, Inc. (2)

                10.3       Supply Agreement with Novatel Communications LTD. (2)

                10.4       Release Agreement with Richard P. Draper (2)

                10.5       Copy of Amended 1992 Stock Option Plan (3)

                10.6       Agreement for Manufacture and Purchase between USWD, Uniform Industrial Corp
                           and Cardservice International, Inc. (2)

                10.7       AT&T CDPD Value Added Reseller Agreement dated April 30. 1997

                10.8       Bell Atlantic  AIRBRIDGE  Packet  Service  Agreement  dated
                           August  12,  1997 

                10.9       Engagement  Agreement  between  USWD and
                           entrenet  Group,  LLC  dated  June 3,  1997  

                10.10      GTE Leasing Corporation Promissory Note dated August 6, 1997

                10.11      GTE  Mobilnet   Communications   Service  and   Equipment
                           Agreement  dated August 1, 1997 10.12 Form of Demand Note issued
                           to private investors during the fourth quarter of 1997

                10.13      Liviakis Financial Communications, Inc. Consulting Agreement, and Subscription
                           Agreement for the purchase of U.S. Wireless Data, Inc. Common Stock and
                           Warrants dated July 25, 1997

                10.14      Member Service Provider Sales and Service Credit Card Processing Agreement
                           between U.S. Wireless Data, Inc. and NOVA Information Systems, Inc. dated
                           January 1, 1997

                10.15      Purchase Agreement with Unicard Systems, Inc. dated September 18, 1997

                10.16      Purchase Agreement with Wellex Systems Manufacturing & Distribution Group dated
                           August 7, 1997

                10.17      Underwriting Agreement between the Company, RAS Securities Corp.,
                           Walford & Company, Incorporated and Thomas James Associates, Inc. dated
                           December 2, 1993 (4)

                21.1       List of Subsidiaries (2)

                23.1       Consent of Independent Accountants

                27         Financial Data Schedule
<FN>
 (1)  Incorporated by reference from the like-named exhibit filed with the Company's Registration Statement on Form SB-2, 
      SEC File No. 33-69776-D.

 (2)  Incorporated by reference from the like-named exhibit filed with the Company's Annual Report on Form 10-KSB for the fiscal
      year ended June 30, 1995, filed on October 13, 1995 (Control No. 95201388)

 (3)  Incorporated by reference from the like-named exhibit filed with the Company's Annual Report on Form 10-KSB for the fiscal 
      year ended June 30, 1996,filed on October 21, 1996.  (Control No. 96645557)

 (4)  Incorporated by reference from the like-named exhibit filed with Amendment No. 5 to the Company's Registration Statement on
      Form SB-2, SEC File No. 33-69776-D.


</FN>
</TABLE>
(b)      Reports on Form 8-K
         -------------------

     There were no reports on Form 8-K that were filed  during the last  quarter
of the fiscal year ended June 30, 1997.

                                       40
<PAGE>


SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.

     Dated: October 14, 1997


U.S. WIRELESS DATA, INC.


\s\ Evon A. Kelly               Chief Executive Officer and     October 14. 1997
------------------------        Director                        ----------------
Evon A. Kelly                             


In  accordance  with the Exchange  Act, this Report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated:




\s\ Evon A. Kelly               Chief Executive Officer and     October 14, 1997
------------------------         Director                       ----------------
Evon A. Kelly                  




\s\ Rod L. Stambaugh            President and Chairman of the   October 14, 1997
------------------------        Board of Directors              ----------------
Rod L. Stambaugh                




\s\ Robert E. Robichaud         Chief Financial Officer and     October 14, 1997
------------------------        Principal Accounting Officer    ----------------
Robert E. Robichaud            




------------------------        Director                         ---------------
Alan B. Roberts




\s\ Chester N. Winter           Director                        October 14, 1997
------------------------                                        ----------------
Chester N. Winter




\s\ Caesar Berger               Director                        October 14, 1997
Caesar Berger                                                   ----------------
                                       41
<PAGE>
                                                                     Exhibit 4.1
--------------------------------------------------------------------------------




                          U.S. WIRELESS DATA, INC.

                                       AND

                              RAS SECURITIES CORP.

                                       AND

                         WALFORD & COMPANY INCORPORATED

                                   ----------



                                REPRESENTATIVES'
                                WARRANT AGREEMENT




                          Dated as of December 2, 1993



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

<PAGE>
         REPRESENTATIVES' WARRANT AGREEMENT dated as of December 2, 1993, by and
among U.S. WIRELESS DATA, INC., a Colorado corporation (the "Company"),  and RAS
SECURITIES CORP. and WALFORD & COMPANY INCORPORATED  (hereinafter referred to as
the "Representatives").

                               W I T N E S E T H:
         WHEREAS,  the Company  proposes to issue warrants to one or both of the
Representatives ("Warrants") to purchase up to an aggregate of 165,000 shares of
Class A Common  Stock,  no par value,  of the  Company at a price of $12.325 per
share of Common Stock; and
         WHEREAS,  the Representatives  have agreed pursuant to the underwriting
agreement (the  "Underwriting  Agreement")  dated as of December 2, 1993, by and
between  the  Representatives,  to  act as the  representatives  of the  several
underwriters listed therein (the  "Underwriters") and the Company, in connection
with the Company's  proposed public offering of up to 1,650,000 shares of Common
Stock at an initial  public  offering  price of $8.50 per share of Common  Stock
(the "Public Offering"); and
         WHEREAS,  the Warrants to be issued  pursuant to this Agreement will be
issued  on the  Closing  Date  (as  such  term is  defined  in the  Underwriting
Agreement) by the Company to the  Representatives  in consideration  for, and as
part of the Underwriters'  compensation in connection with, the  Representatives
acting as the representatives pursuant to the Underwriting Agreement;
<PAGE>
     NOW,  THEREFORE,  in  consideration  of the  premises,  the  payment by the
Representatives  to the Company of an aggregate one hundred  dollars  ($100.00),
the agreements herein set forth and other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

     1. Grant. The Representatives are hereby granted the right to purchase,  at
any time from  December 2, 1994,  until 5:00 p.m.,  Pacific  time on December 1,
1998 (the  "Exercise  Period"),  up to an aggregate of 165,000  shares of Common
Stock at an initial exercise price of $12.325 per share of Common Stock, subject
to the terms and  conditions of this  Agreement.  The Common Stock issuable upon
exercise of the Warrants  are,  except as  otherwise  set forth  herein,  in all
respects  identical to the shares of Common Stock being purchased by the several
Underwriters  for resale to the public  pursuant to the terms and  provisions of
the Underwriting Agreement.

     2.  Warrant   Certificates.   The  warrant   certificates   (the   "Warrant
Certificates")  to be delivered  pursuant to this Agreement shall be in the form
set forth in  Exhibit  A,  attached  hereto  and made a part  hereof,  with such
appropriate  insertions,  omissions,  substitutions,  and  other  variations  as
required or permitted by this Agreement.

     3. Exercise of Warrant.  

          3.1 Method of Exercise.  The purchase rights evidenced by each Warrant
     Certificate are exercisable at the option of the Holder (as defined herein)
     thereof,  in whole or in part,  at any time or from time to time during the
     Exercise Period.  Upon surrender of a Warrant  Certificate with the annexed
     Form of Election to Purchase  duly  executed,  together with payment of the
     Exercise Price (as hereinafter  defined),  payable by certified or official
     bank check in New York Clearing House funds, for the Common Stock purchased

                                      -2-
<PAGE>
     at the Company's  principal offices in Colorado  (presently located at 4888
     Pearl East Circle,  Suite 110,  Boulder,  Colorado  80301),  the registered
     holder of a Warrant  Certificate  ("Holder" or "Holders") shall be entitled
     to receive a certificate or certificates for the Common Stock so purchased.
     In the case of the purchase of less than all the Common  Stock  purchasable
     under any Warrant  Certificate,  the  Company  shall  cancel  said  Warrant
     Certificate upon the surrender  thereof and shall execute and deliver a new
     Warrant  Certificate  of like tenor for the  balance  of the  Common  Stock
     purchasable thereunder.

     4.  Issuance  of  Certificates.  Upon the  exercise  of the  Warrants,  the
issuance of certificates for Common Stock and/or other securities, properties or
rights  underlying  such  Warrants,  shall be made  forthwith  (and in any event
within five (5) business days  thereafter)  without charge to the Holder thereof
including,  without  limitation,  any tax which may be payable in respect of the
issuance  thereof,  and such  certificates  shall  (subject to the provisions of
Sections  5 and 7 hereof)  be issued in the name of, or in such  names as may be
directed by, the Holder thereof;  provided,  however, that the Company shall not
be  required  to pay any tax which may be payable  in  respect  of any  transfer
involved in the issuance and delivery of any such  certificates  in a name other
than  that of the  Holder  and the  Company  shall not be  required  to issue or
deliver such certificates  unless or until the person or persons  requesting the
issuance  thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

     The Warrant Certificates and the certificates representing the Common Stock
and/or other  securities,  property or rights  issuable upon the exercise of the
Warrants  shall be executed on behalf of the Company by the manual or  facsimile
signature  of the  then  present  Chairman  or Vice  Chairman  of the  Board  of
Directors or President or Vice President of the Company under

                                       -3-
<PAGE>
its corporate seal reproduced thereon,  and by the manual or facsimile signature
of the then present  Treasurer or Assistant  Treasurer of Secretary or Assistant
Secretary  of the  Company.  Warrant  Certificates  shall be  dated  the date of
execution by the Company upon initial issuance, division, exchange, substitution
or transfer. Certificates representing the Common Stock and/or other securities,
property or rights  issuable  upon  exercise of the Warrants  shall be dated the
Notice Date  (regardless  of when  executed or delivered)  and dividend  bearing
securities so issued shall accrue dividends from the Notice Date.

     5.   Restriction  On  Transfer  of  Warrants.   The  Holder  of  a  Warrant
Certificate,  by its acceptance thereof,  covenants and agrees that the Warrants
are being  acquired  as an  investment  and not with a view to the  distribution
thereof; that the Warrants may not be sold, transferred,  assigned, hypothecated
or otherwise disposed of, in whole or in part, for a period of one (1) year from
the  date   hereof,   except  to  the   Representatives   or   officers  of  the
Representatives.

     6. Exercise Price.
  
          6.1 Initial and Adjusted Exercise Price.  Except as otherwise provided
     in Section 8 hereof,  the initial exercise price of each Warrant for Common
     Stock shall be $12.325.  The adjusted exercise price for Common Stock shall
     be the  price  which  shall  result  from  time  to time  from  any and all
     adjustments of the initial exercise price in accordance with the provisions
     of Section 8 hereof.
                          
          6.2 Exercise  Price.  The term "Exercise  Price" herein shall mean the
     initial exercise price for Common Stock or the adjusted  exercise price for
     Common Stock, depending upon the context.

                                       -4-
<PAGE>
     7. Registration Rights.
  
          7.1 Registration  Under the Securities Act of 1933. The Warrants,  the
     Common Stock and any of the other securities  issuable upon exercise of the
     Warrants  have not been  registered  under the  Securities  Act of 1933, as
     amended (the "Act").  Upon exercise,  in part or in whole, of the Warrants,
     certificates  representing the Common Stock underlying the Warrants and any
     of  the  other   securities   issuable   upon   exercise  of  the  Warrants
     (collectively, the "Warrant Shares") shall bear the following legend:

                  The securities  represented by this  certificate have not been
                  registered  under  the  Securities  Act of  1933,  as  amended
                  ("Act"), and may not be offered or sold except pursuant to (i)
                  an effective registration statement under the Act, (ii) to the
                  extent applicable, Rule 144 under the Act (or any similar rule
                  under such Act relating to the disposition of securities),  or
                  (iii)  an  opinion  of  counsel,  if  such  opinion  shall  be
                  reasonably  satisfactory  to  counsel to the  issuer,  that an
                  exemption from registration under such Act is available.

          7.2 Piggyback Registration.  If, at any time commencing after the date
     hereof and  expiring  seven (7) years  after the date  hereof,  the Company
     proposes to  register  any of its  securities  under the Act (other than in
     connection with a merger or other transaction using Form S-4 or pursuant to
     Form S-8) it will give written  notice by registered  mail, at least thirty
     (30) days prior to the filing of each such registration  statement,  to the
     Representatives and to all other Holders of the Warrants and/or the Warrant
     Shares of its intention to do so. If the  Representatives  or other Holders
     of the Warrants and/or Warrant Shares notify the Company within twenty (20)
     days after receipt of any such notice of its or their desire to include any
     such securities in such proposed registration statement,  the Company shall
     afford each of the  Representatives and such Holders of the Warrants and/or
     Warrant Shares the
                                       -5-
<PAGE>
     opportunity  to  have  any  such  Warrant  Shares   registered  under  such
     registration  statement;  provided,  however, that the Company shall not be
     obligated to include any such Warrant  Shares in a  registration  statement
     which is declared effective by the Commission prior to December 2, 1994.

          Notwithstanding  the provisions of this Section 7.2, the Company shall
     have the right any time after it shall have given written  notice  pursuant
     to this  Section  7.2  (irrespective  of  whether  a  written  request  for
     inclusion of any such securities shall have been made) to elect not to file
     any such proposed registration statement, or to withdraw the same after the
     filing but prior to the effective date thereof.

          In the event of an underwritten offering of securities by the Company,
     if the managing  underwriter  for any such offering  advises the company in
     writing that, in its opinion,  the inclusion of the Warrant Shares with the
     securities  being  registered  by the Company  would  materially  adversely
     affect the distribution of such securities or the price therefor,  then (i)
     the number of the  Warrant  Shares to be sold by each Holder may be reduced
     pro rata, but only after the number of securities to be sold by all sellers
     (other  than  the  Company  or a seller  who  originated  the  registration
     pursuant to demand registration  rights) have been reduced to zero; or (ii)
     a Holder of Warrant Shares may elect, at its option,  to delay its offering
     and sale for a period not to exceed  ninety  (90) days after the  effective
     date of such  registration  statement as such  managing  underwriter  shall
     reasonably  request,  in which event the Company shall use its best efforts
     to effect the  registration  of such Warrant Shares under the Act following
     the end of the  period of such  delay and  shall pay all  expenses  of such
     registration in accordance with Section 7.4(b) as if such registration were
     effected pursuant to Section 7.3(a).

                                       -6-
<PAGE>
          7.3 Demand Registration.

               (a) At any time  commencing  after the date  hereof and  expiring
          five (5) years  after the date  hereof,  the  Holders of the  Warrants
          and/or  Warrant  Shares  representing  a  "Majority"  (as  hereinafter
          defined)  of such  securities  (assuming  the  exercise  of all of the
          Warrants)  shall have the right  (which  right is in  addition  to the
          registration rights under Section 7.2 hereof),  exercisable by written
          notice to the Company,  to have the Company  prepare and file with the
          Commission,  on one occasion, a registration  statement and such other
          documents,  including a prospectus, as may be necessary in the opinion
          of both  counsel for the  Company and counsel for the  Representatives
          and Holders,  in order to comply with the provisions of the Act, so as
          to  permit a public  offering  and  sale of their  respective  Warrant
          Shares for nine (9)  consecutive  months by such Holders and any other
          Holders of the Warrant  and/or  Warrant  Shares who notify the Company
          within ten (10) days after  receiving  notice from the Company of such
          request;  provided,  however, that prior to December 2, 1994, any such
          demand may only  relate to a  registration  statement  designed  to be
          declared effective by the Commission no earlier than December 2, 1994.
   
               (b) The Company  covenants  and agrees to give written  notice of
          any  registration  request  under  this  Section  7.3 by any Holder or
          Holders  to all  other  registered  Holders  of the  Warrants  and the
          Warrant  Shares  within ten (10) days from the date of the  receipt of
          any such registration request.

               (c) In addition to the registration  rights under Section 7.2 and
          subsection (a) of this Section 7.3, at any time  commencing  after the
          date hereof and expiring  five (5) years after the date  hereof,  each
          Holder of Warrants and/or Warrant Shares shall have

                                       -7-
<PAGE>
          the right  exercisable by written request to the Company,  to have the
          Company  prepare and file,  on one  occasion,  with the  Commission  a
          registration  statement so as to permit a public offering and sale for
          nine (9) consecutive  months by any such Holder of its Warrant Shares;
          provided,  however, that the provisions of Section 7.4(b) hereof shall
          not apply to any such  registration  request and such registration and
          all costs  incident  thereto  shall be at the expense of the Holder or
          Holders making such request; provided, further, however, that prior to
          December 2, 1994,  any such  demand may only relate to a  registration
          statement  designed  to be declared  effective  by the  Commission  no
          earlier than December 2, 1994.
 
               (d) Notwithstanding anything to the contrary contained herein, if
          the  Company  shall not have filed a  registration  statement  for the
          Warrant  shares  within the time period  specified  in Section  7.4(a)
          hereof pursuant to the written notice specified in Section 7.3(a) of a
          Majority of the Holders of Warrants and/or Warrant Shares, the Company
          agrees that upon the  written  notice of election of a Majority of the
          Holders of Warrants and/or Warrant Shares it shall  repurchase (i) any
          and all Warrant  Shares at the higher of the Market  Price (as defined
          in Section  7.3(e))  per share of Common  Stock on (x) the date of the
          notice sent  pursuant to Section  7.3(a) or (y) the  expiration of the
          period  specified  in Section  7.4(a) and (ii) any and all Warrants at
          such  Market  Price  less the  exercise  price of such  Warrant.  Such
          repurchase  shall be in  immediately  available  funds and shall close
          within  two (2) days  after  the  later of (i) the  expiration  of the
          period specified in Section 7.4(a) or (ii) the delivery of the written
          notice of election specified in this Section 7.3(d).
   
               (e) As used herein,  the phrase  "Market Price" at any date shall
          be deemed to be the average of the last  reported  sale prices for the
          last ten (10) trading days as

                                       -8-
<PAGE>
          officially reported by the principal securities exchange or the NASDAQ
          National Market System on which the Common Stock is listed or admitted
          to  trading,  or, if the  Common  Stock is not listed or  admitted  to
          trading on any  national  securities  exchange or the NASDAQ  National
          Market System,  the average closing bid price as furnished by the NASD
          through  NASDAQ  or  similar  organization  if  NASDAQ  is  no  longer
          reporting  such  information,  or if the Common Stock is not quoted on
          NASDAQ,  as  determined  in good faith by  resolution  of the Board of
          Directors of the Company,  based on the best information  available to
          it.

          7.4  Covenants  of  the  Company  With  Respect  to  Registration.  In
     connection  with any  registration  under  Section 7.2 or 7.3  hereof,  the
     Company covenants and agrees as follows:
   
               (a) The Company shall use its best efforts to file a registration
          statement  as  soon  as  practicable,  but in  any  event  within  (i)
          seventy-five  (75) days of receipt of any demand  therefor in the case
          where  the  Company  is  permitted  to  include  in such  registration
          statement  audited  financial  statements  previously  filed  with the
          Commission or (ii) ninety (90) days of receipt of any demand  therefor
          in the case  where the  Company  is not  permitted  to include in such
          registration  statement audited financial statements  previously filed
          with the  Commission  and must  undertake the  preparation  of audited
          financial  statements in connection  with the filing of a registration
          statement pursuant to this Section 7.3(a);  shall use its best efforts
          to have any registration statements declared effective at the earliest
          possible time; and shall furnish each Holder  desiring to sell Warrant
          Shares such number of prospectuses as shall reasonably be requested.

                                       -9-
<PAGE>
               (b) The Company shall pay all costs  (excluding fees and expenses
          of Holder(s)'  counsel and any  underwriting  or selling  commission),
          fees and expenses in connection with all registration statements filed
          pursuant  to  Sections  7.2  and  7.3(a)  hereof  including,   without
          limitation,   the  Company's  legal  and  accounting  fees,   printing
          expenses,  blue sky fees and  expenses.  The  Holder(s)  whose Warrant
          Shares are the subject to such a  registration  statement will pay all
          costs, fees and expenses in connection with any registration statement
          filed pursuant to Section 7.3(c).  If the Company shall fail to comply
          with the provisions of Section 7.4(a),  the Company shall, in addition
          to any other  equitable  or other relief  available to the  Holder(s),
          extend the  Exercise  Period by such number of days as shall equal the
          delay caused by the  Company's  failure,  and be liable for any or all
          incidental,  special and consequential damages and damages due to loss
          of profit sustained by the Holder(s) requesting  registration of their
          Warrant Shares.
                              
               (c) The  Company  will  take all  necessary  action  which may be
          required in qualifying or registering the Warrant Shares included in a
          registration  statement for offering and sale under the  securities or
          the blue sky laws of such states as  reasonably  are  requested by the
          Holder(s), provided that the Company shall not be obligated to execute
          or file any  general  consent to service of process or to qualify as a
          foreign  corporation  to do  business  under  the  laws  of  any  such
          jurisdiction.
   
               (d) The Company  shall  indemnify  the  Holder(s)  of the Warrant
          Shares to be sold  pursuant  to any  registration  statement  and each
          person,  if any,  who  controls  such  Holders  within the  meaning of
          Section 15 of the Act or Section 20(a) of the Securities  Exchange Act
          of 1934, as amended ("Exchange Act"), against all loss, claim, damage,
          expense or liability  (including all expenses  reasonably  incurred in
          investigating, preparing or defending against any claim whatsoever) to
          which any of them may become  subject  under the Act, the Exchange Act
          or otherwise, arising from such registration statement but only to the
          same  extent and with the same  effect as the  provisions  pursuant to
          which the Company  has agreed to  indemnify  each of the  Underwriters
          contained in Section 7 of the Underwriting Agreement.

                                      -10-
<PAGE>
               (e) The Holder(s) of the Warrant  Shares to be sold pursuant to a
          registration  statement,  and  their  successors  and  assigns,  shall
          severally,  and not jointly,  indemnify the Company,  its officers and
          directors and each person, if any, who controls the Company within the
          meaning of Section 15 of the Act or Section 20(a) of the Exchange Act,
          against all loss, claim, damage or expense or liability (including all
          expenses reasonably incurred in investigating,  preparing or defending
          against any claim  whatsoever)  to which they may become subject under
          the Act,  the  Exchange Act or  otherwise,  arising  from  information
          furnished  by or on behalf of such  Holders,  or their  successors  or
          assigns, for specific inclusion in such registration  statement to the
          same extent and with the same effect as the  provisions  contained  in
          Section  7  of  the  Underwriting  Agreement  pursuant  to  which  the
          Underwriters  have agreed to  indemnify  the  Company.  Each Holder of
          Warrant  Shares  to  be  sold  pursuant  to a  registration  statement
          hereunder shall provide the Company with such information with respect
          to such Holder as is required to be disclosed in the  applicable  form
          of registration statement under the Act.
   
               (f) Nothing  contained  in this  Agreement  shall be construed as
          requiring  the  Holder(s)  to  exercise  their  Warrants  prior to the
          initial  filing of any  registration  statement  or the  effectiveness
          thereof.

               (g) The Company shall not permit the inclusion of any  securities
          other  than the  Warrant  Shares to be  included  in any  registration
          statement  filed  pursuant  to Section  7.3 hereof  without  the prior
          written  consent of the Holders of the Warrants and the Warrant shares
          representing a Majority of such securities.

                                      -11-

<PAGE>
               (h) The Company shall furnish to each Holder participating in the
          offering  and to each  underwriter,  if  any,  a  signed  counterpart,
          addressed to such Holder or underwriter,  of (i) an opinion of counsel
          to  the  Company,  dated  the  effective  date  of  such  registration
          statement (and, if such registration  includes an underwritten  public
          offering,  an  opinion  dated  the  date  of  the  closing  under  the
          underwriting  agreement),  and (ii) a "cold comfort"  letter dated the
          effective  date  of  such   registration   statement   (and,  if  such
          registration  includes an underwritten public offering, a letter dated
          the date of the closing under the  underwriting  agreement)  signed by
          the  independent  public  accountants  who have issued a report on the
          Company's   financial   statements   included  in  such   registration
          statement,  in each case covering  substantially the same matters with
          respect to such  registration  statement (and the prospectus  included
          therein) and, in the case of such accountants' letter, with respect to
          events  subsequent to the date of such  financial  statements,  as are
          customarily   covered  in  opinions   of   issuer's   counsel  and  in
          accountants'  letters delivered to underwriters in underwritten public
          offerings of securities.

               (i) The Company shall as soon as practicable  after the effective
          date of the registration statement,  and in any event within 15 months
          thereafter, make "generally available to its security holders" (within
          the  meaning of Rule 158 under the Act) an earnings  statement  (which
          need  not be  audited)  complying  with  Section  11(a) of the Act and
          covering a period of at least 12 consecutive  months  beginning  after
          the effective date of the registration statement.
   
               (j)  The   Company   shall   deliver   promptly  to  each  Holder
          participating  in  the  offering  requesting  the  correspondence  and
          memoranda described below and to the managing underwriters,  copies of
          all correspondence between the Commission and the Company, its counsel
          or  auditors  and all  memoranda  relating  to  discussions  with  the
          Commission or its staff with respect to the registration statement and
          permit each Holder and  underwriters  to do such  investigation,  upon
          reasonable advance notice, with respect to information contained in or
          omitted  from  the  registration  statement  as  it  deems  reasonably
          necessary to comply with  applicable  securities  laws or rules of the
    
                                      -12-
<PAGE>
          National  Association  of  Securities  Dealers,  Inc.  ("NASD").  Such
          investigation  shall include  access to books,  records and properties
          and  opportunities  to discuss the  business  of the Company  with its
          officers and independent  auditors,  all to such reasonable extent and
          at  such  reasonable  times  and  as  often  as  any  such  Holder  or
          underwriter shall reasonably request. At the reasonable request of the
          Company,  each Holder  receiving such  information  shall enter into a
          confidentiality  agreement  with the Company  with respect to material
          non-public information relating to the business, results of operations
          or financial condition of the Company.
                                 
               (k) The Company shall enter into an  underwriting  agreement with
          the managing  underwriters  selected for such  underwriting by Holders
          holding a Majority of the Warrant  Shares  requested to be included in
          such underwriting,  which may be the  Representatives.  Such agreement
          shall be  satisfactory  in form and  substance  to the  Company,  each
          Holder  and  such  managing  underwriters,   and  shall  contain  such
          representations,  warranties  and  covenants  by the  Company and such
          other terms as are  customarily  contained in  agreements of that type
          and by the managing  underwriter.  The Holders shall be parties to any
          underwriting  agreement  relating  to an  underwritten  sale of  their
          Warrant  Shares and may, at their option,  require that any or all the
          representations, warranties and covenants of the Company to or for the
          benefit of such underwriters shall also be made to and for the benefit
          of such  Holders.  Such  Holders  shall  not be  required  to make any
          representations or warranties to or agreements with the Company or the
          underwriters  except  as they may  relate  to such  Holders  and their
          intended methods of distribution.

               (l) For  purposes  of this  Agreement,  the  term  "Majority"  in
          reference to the Holders of Warrants or Warrant Shares,  shall mean in


                                      -13-

<PAGE>
          excess of fifty  percent  (50%) of the then  outstanding  Warrants  or
          Warrant  Shares  (assuming   exercise  of  all  of  the  Warrants  and
          conversion  of all Common Stock) that (i) are not held by the Company,
          an affiliate,  officer, creditor,  employee or agent thereof or any of
          their respective  affiliates,  members of their family, persons acting
          as nominees or in  conjunction  therewith or (ii) have not been resold
          to the public  pursuant  to a  registration  statement  filed with the
          Commission under the Act or pursuant to Rule 144 under the Act.
   
               (m) Any  transfer  of a Warrant  shall  constitute  an  automatic
          transfer  and  assignment  of the  registration  rights  set  forth in
          Section 7 hereof with  respect to the shares of Common  Stock or other
          securities, properties or rights underlying the Warrants.
   
               (n) For a period  equal to the lesser of (i) seven (7) years from
          the date hereof, and (ii) the sale to the public of all Warrant Shares
          issuable  hereunder,  the Company  will not take any action or actions
          which may prevent or  disqualify  the  Company's  use of Form SB-2 (or
          other  appropriate  form)  for the  registration  under the Act of the
          Warrant Shares.

     8. Adjustments to Exercise Price and Number of Securities.

          8.1  Computation  of Adjusted  Exercise  Price.  Except as hereinafter
     provided, in case the Company shall at any time after the date hereof issue
     or sell any  shares of Common  Stock  (other  than the  issuances  or sales
     referred to in Section 8.7 hereof),  including shares held in the Company's
     treasury and shares of Common Stock (but  excluding  shares of Common Stock
     issued upon the  exercise of any  options,  rights or warrants to subscribe
     for  shares of Common  Stock and  shares of Common  Stock  issued  upon the
     direct or  indirect  conversion  or exchange  of  securities  for shares of
     Common  Stock),  for a  consideration  per share less than the Fair  Market
     Value or Market Price per share of Common Stock, as the case may be, on the

                                      -14-
<PAGE>
     date immediately  prior to the issuance or sale of such shares,  or without
     consideration,  then  forthwith  upon such  issuance or sale,  the Exercise
     Price shall (until  another such  issuance or sale) be reduced to the price
     (calculated to the nearest full cent)  determined by dividing (i) an amount
     equal  to the sum of (a)  the  total  number  of  shares  of  Common  Stock
     outstanding  immediately  prior  to the  issuance  or sale of such  shares,
     multiplied  by the  Exercise  Price  per  share of  Common  Stock in effect
     immediately  prior to such  issuance or sale,  and (b) the aggregate of the
     amount of all  consideration,  if any,  received by the  Company  upon such
     issuance  or sale,  by (ii) the total  number  of  shares  of Common  Stock
     outstanding  immediately  after such issuance or sale;  provided,  however,
     that in no event  shall the  Exercise  Price be  adjusted  pursuant to this
     computation  to an  amount  in  excess  of the  Exercise  Price  in  effect
     immediately prior to such computation.
          For purposes of this Section 8, the term Exercise Price shall mean the
     Exercise  Price as set forth in Section 6 hereof,  as adjusted from time to
     time pursuant to the provisions of this Section 8.
          For the purposes of any computation to be made in accordance with this
     Section 8.1, the following provisions shall be applicable:

               (i) In case of the issuance or sale of shares of Common Stock for
          a consideration  part or all of which shall be cash, the amount of the
          cash  consideration  therefor shall be deemed to be the amount of cash
          received by the Company for such shares (or, if shares of Common Stock
          are offered by the Company for subscription,  the subscription  price,
          or, if  either of such  securities  shall be sold to  underwriters  or
          dealers  for public  offering  without a  subscription  offering,  the
          initial  public  offering  price)  before   deducting   therefrom  any
          compensation  paid or discount  allowed in the sale,  underwriting  or
          purchase  thereof by  underwriters  or  dealers  or others  performing
          similar services, or any expenses incurred in connection therewith.

                                      -15-

<PAGE>
               (ii)  In  case  of the  issuance  or  sale  (otherwise  than as a
          dividend or other  distribution on any stock of the Company) of shares
          of Common  Stock  for a  consideration  part or all of which  shall be
          other than cash, the amount of the  consideration  therefor other than
          cash  shall  be  deemed  to be the  value  of  such  consideration  as
          determined in good faith by the Board of Directors of the Company.
      
               (iii) Shares of Common Stock issuable by way of dividend or other
          distribution  on any stock of the Company shall be deemed to have been
          issued  immediately after the opening of business on the day following
          the record  date for the  determination  of  stockholders  entitled to
          receive  such  dividend or other  distribution  and shall be deemed to
          have been issued without consideration.

               (iv) The reclassification of securities of the Company other than
          shares of Common  Stock  into  securities  including  shares of Common
          Stock shall be deemed to involve the issuance of such shares of Common
          Stock for a  consideration  other than cash  immediately  prior to the
          close of business on the date fixed for the  determination of security
          holders  entitled  to  receive  such  shares,  and  the  value  of the
          consideration  allocable  to such  shares  of  Common  Stock  shall be
          determined as provided in subsection (ii) of this Section 8.1.
    
               (v) The  number  of  shares  of  Common  Stock  at any  one  time
          outstanding  shall  include the  aggregate  number of shares issued or
          issuable  (subject to readjustment  upon the actual issuance  thereof)
          upon the exercise of options, rights, warrants and upon the conversion
          or exchange of convertible or exchangeable securities.

                                      -16-
<PAGE>
               (vi) The terms "Fair  Market  Value" and "Market  Price" are used
          from time to time for making certain determinations  hereunder.  "Fair
          Market  Value"  shall be utilized if the Common Stock is not traded on
          any securities  exchange or the NASDAQ National Market System,  quoted
          on  NASDAQ  or any  similar  organization,  and  shall be the value of
          Common Stock  determined  in good faith by  resolution of the Board of
          Directors of the Company,  based on the best information  available to
          it.  "Market  Price" shall be utilized if a public  trading market has
          been  established  for the Common  Stock,  and shall,  at any date, be
          deemed to be the average of the last reported sale prices for the last
          ten  (10)  trading  days  as  officially  reported  by  the  principal
          securities  exchange on the NASDAQ National Market System on which the
          Common Stock is listed or admitted to trading, or, if the Common Stock
          is not  listed or  admitted  to  trading  on any  national  securities
          exchange on the NASDAQ National Market System, the average closing bid
          as furnished by NASDAQ or similar organization.

          8.2 Options,  Rights and  Warrants.  In case the Company  shall at any
     time after the date hereof issue  options,  rights or warrants to subscribe
     for shares of Common Stock,  or issue any  securities  convertible  into or
     exchangeable  for shares of Common  Stock,  with an exercise or  conversion
     price per share less than the Fair  Market  Value or Market  Price,  as the
     case may be,  immediately prior to the issuance of such options,  rights or
     warrants,  or such  convertible  or  exchangeable  securities,  or  without
     consideration,  then  for  purposes  of  any  computation  to  be  made  in
     accordance with Section 8.1, the following provisions shall be applicable:
        
               (a) The aggregate  maximum  number of shares of Common Stock,  as
          the case may be, issuable under such options, rights or warrants shall
          be deemed  to be  issued  and  outstanding  at the time such  options,
          rights or warrants were issued,  and for a consideration  equal to the

                                      -17-
<PAGE>

          minimum purchase price per share provided for in such options,  rights
          or  warrants  at  the  time  of  issuance,   plus  the   consideration
          (determined in the same manner as consideration  received on the issue
          or sale of shares in accordance  with the terms of the  Warrants),  if
          any, received by the Company for such options, rights or warrants.

               (b) The  aggregate  maximum  number of  shares  of  Common  Stock
          issuable   upon   conversion  or  exchange  of  any   convertible   or
          exchangeable  securities  shall be deemed to be issued and outstanding
          at the time of issuance of such  securities,  and for a  consideration
          equal  to  the  consideration   (determined  in  the  same  manner  as
          consideration  received on the issue or sale of shares of Common Stock
          in accordance with the terms of the Warrants)  received by the Company
          for  such  securities,   plus  the  minimum  consideration,   if  any,
          receivable by the Company upon the conversion or exchange thereof.

               (c) If any change shall occur in the price per share provided for
          in any of the options,  rights or warrants  referred to in  subsection
          (a) of this  Section  8.2,  or in the  price  per  share at which  the
          securities  referred  to in  subsection  (b) of this  Section  8.2 are
          convertible  or  exchangeable,  such  options,  rights or  warrants or
          conversion or exchange rights,  as the case may be, shall be deemed to
          have expired or  terminated  on the date when such price change became
          effective in respect of shares not theretofore  issued pursuant to the
          exercise or conversion or exchange  thereof,  and the Company shall be
          deemed to have issued upon such date new  options,  rights or warrants
          or convertible or exchangeable  securities at the new price in respect
          of the number of shares  issuable  upon the exercise of such  options,
          rights or warrants or the  conversion or exchange of such  convertible
          or exchangeable securities.

                                      -18-
<PAGE>

               (d) Upon the expiration of any of the options, warrants or rights
          referred to in subsection  (a) of this Section 8.2, or the  securities
          referred to in  subsection  (b) of this Section 8.2, if such shall not
          have been exercised,  converted or exchanged,  as the case may be, the
          Exercise  Price,  to the extent that Warrants have not been exercised,
          shall, upon such expiration, be readjusted and shall thereafter be set
          (A) if any of such options,  warrants or rights have been exercised or
          such  convertible or  exchangeable  securities  have been converted or
          exchanged,  as the case may be, at a level at which it would have been
          if  originally  adjusted  on the  basis of (i) the fact  that the only
          shares of Common Stock so issued were the shares of Common  Stock,  if
          any,  actually  issued  or sold  upon the  exercise  of such  options,
          warrants or rights or the  conversion or exchange or such  convertible
          or  exchangeable  securities and (ii) such shares of Common Stock,  if
          any, were issued or sold for the  consideration  actually  received by
          the  Company  for the  issuance,  sale or grant  of all such  options,
          warrants, rights or convertible or exchangeable securities, whether or
          not exercised, plus the consideration actually received by the Company
          upon the exercise,  conversion or exchange of such options,  warrants,
          rights or convertible or  exchangeable  securities,  or (B) if none of
          such  options,   warrants  or  rights  have  been  exercised  or  such
          convertible  or   exchangeable   securities  have  been  converted  or
          exchanged,  as the case may be, at a level at which it would have been
          if such original adjustment had not been required;  provided, however,
          that no such  readjustment  shall  have the effect of  increasing  the
          Exercise Price in effect  immediately  prior to such readjustment by a
          proportion   greater  than  the  aggregate   proportional   adjustment
          originally  made  upon  the  issue,  sale or  grant  of such  options,
          warrants, rights, or convertible or exchangeable securities.

                                      -19-
<PAGE>
          8.3  Adjustment in Number of Securities.  Upon each  adjustment of the
     Exercise  Price pursuant to the provisions of this Section 8, the number of
     shares of Common Stock issuable upon the exercise at the adjusted  Exercise
     Price of each  Warrant  shall be  adjusted  to the  nearest  full amount by
     multiplying  a number  equal to the  Exercise  Price in effect  immediately
     prior to such  adjustment by the number of shares of Common Stock  issuable
     upon  exercise of the Warrants  immediately  prior to such  adjustment  and
     dividing the product so obtained by the adjusted Exercise Price.
     
          8.4 Definition of Common Stock. For the purpose of this Agreement, the
     term "Common Stock" shall mean (i) the class of stock  designated as Common
     Stock in the Certificate of  Incorporation of the Company as may be amended
     as of the date  hereof,  or (ii) any other  class of stock  resulting  from
     successive  changes or  reclassifications  of such Common Stock  consisting
     solely of changes in par value,  or from par value to no par value, or from
     no par value to par value.  In the event that the  Company  shall after the
     date hereof issue  securities  with greater or superior  voting rights than
     the shares of Common Stock  outstanding as of the date hereof,  the Holder,
     at its option,  may receive upon  exercise of any Warrant  either shares of
     Common Stock or a like number of such  securities  with greater or superior
     voting rights.
                                      -20-
    

<PAGE>

          8.5  Merger  or  Consolidation.  In case of any  consolidation  of the
     Company with, or merger of the Company with, or merger of the Company into,
     another  corporation  (other than a consolidation  or merger which does not
     result in any reclassification or change of the outstanding Common Stock or
     other securities issuable upon exercise of the Warrants), or in the case of
     any sale or conveyance to another  person,  corporation  or other entity of
     the property of the Company as an entirety or substantially as an entirety,
     then, as a condition of such consolidation, merger, sale or conveyance, the
     Company,  or such successor or purchasing entity, as the case may be, shall
     execute  and  deliver  to  the  Holder  a  supplemental  warrant  agreement
     providing  that  the  holder  of each  Warrant  then  outstanding  or to be
     outstanding  shall have the right thereafter  (until the expiration of such
     Warrant) to receive,  upon exercise of such warrant, the kind and amount of
     shares  of   securities,   rights  and   property   receivable   upon  such
     consolidation,  merger,  sale or  conveyance  by a holder of the  number of
     Warrant  Shares of the  Company  for which  such  Warrant  might  have been
     exercised  immediately  prior  to  such  consolidation,   merger,  sale  or
     conveyance.   Such   supplemental   warrant  agreement  shall  provide  for
     adjustments which shall be identical to the adjustment  provided in Section
     8.  The  above  provision  of this  subsection  shall  similarly  apply  to
     successive consolidations, mergers, sales or conveyances.
           
          8.6 No Adjustment of Exercise Price in Certain Cases. No adjustment of
     the Exercise Price shall be made:

               (a) Upon the issuance or sale of the Warrants,  Warrant Shares or
          shares of Common Stock issuable upon the exercise of the Warrants,  as
          the case may be; or

               (b)The  issuance  or sale of shares of Common  Stock  pursuant to
          options, warrants, stock purchase agreements; or
   
               (c) If the  amount  of said  adjustment  shall  be less  than one
          percent (1%) of the then current  Exercise Price,  provided,  however,
          that in such case any adjustment that would otherwise be required then
          to be made shall be carried  forward  and shall be made at the time of
          and together with the next subsequent  adjustment which, together with
          any  adjustment  so  carried  forward,  shall  amount  to at least one
          percent (1%) of the then current Exercise Price.

          8.7 Dividends and Other Distributions.

               (a) In the event that the Company  shall at any time prior to the
          exercise of all Warrants declare a dividend or otherwise distribute to
          its holders of Common Stock any assets, property, rights, evidences or
          indebtedness, securities, whether issued by the Company or by another,
          or any other thing of value,  then, in each case,  the Exercise  Price
          shall be reduced to the price  (calculated  to the nearest  full cent)
          determined by  multiplying  (i) the Exercise  Price on the record date
          for  determining  stockholders  entitled to receive  such  dividend or
          distribution by (ii) a fraction,  the numerator of which is the result
          of such  Exercise  Price  reduced  by the amount of such  dividend  or
          distribution   applicable  to  one  share  of  Common  Stock  and  the
          denominator of which is such Exercise Price.

               (b)  Such  adjustment  shall  be  made  on the  record  date  for
          determination  of  stockholders  entitled to receive such  dividend or
          distribution.

          8.8 Validity of Warrant  Certificate.  Irrespective of any adjustments
     or  changes  in  the  Exercise  Price  or  the  amount  of  Warrant  Shares
     purchasable  upon  exercise  of  the  Warrants,   the  Warrant  Certificate
     theretofore and thereafter issued shall,  unless the Company shall exercise

                                      -22-
<PAGE>
     its option to issue new Warrant Certificates  pursuant to Section 2 hereof,
     continue to express the Exercise  Price per share and the amount of Warrant
     Shares purchasable thereunder as of the date such Warrant Certificates were
     originally  issued,  but the Holders shall be entitled to exercise Warrants
     represented by such Warrant  Certificates  after giving effect to each such
     adjustment  and change and such Warrant  Certificate  shall be deemed to be
     incorporate  each such adjustment and change as if now Warrant  Certificate
     reflecting  each such  adjustment and change had been issued to the Holders
     pursuant to Section 2 hereof.
   
     9.  Exchange  and  Replacement  of  Warrant   Certificates.   Each  Warrant
Certificate is exchangeable  without expense,  upon the surrender thereof by the
registered  Holder at the principal  executive office of the Company,  for a new
Warrant  Certificate  of like tenor and date  representing  in the aggregate the
right to purchase  the same number of Warrant  Shares in such  denominations  as
shall be designated by the Holder thereof at the time of such surrender.
     Upon receipt by the Company of evidence  reasonably  satisfactory  to it of
the loss, theft,  destruction or mutilation of any Warrant Certificate,  and, in
case of  loss,  theft or  distribution,  of  indemnity  or  security  reasonably
satisfactory to it, and reimbursement to the Company of all reasonable  expenses
incidental  thereto,  and upon surrender and  cancellation  of the Warrants,  if
mutilated,  the Company will make and deliver a new Warrant  Certificate of like
tenor, in lieu thereof.

     10. Elimination of Fractional Interests.  The Company shall not be required
to issue certificates  representing fractions of shares of Common Stock upon the
exercise of the Warrants, nor shall it be required to issue scrip or pay cash in
lieu of  fractional  interests,  it being  the  intent of the  parties  that all
fractional  interests  shall be  eliminated  by rounding  any fraction up to the
nearest whole number of shares of Common Stock or other  securities,  properties
or rights.
                                      -23-
<PAGE>
     11.  Reservation and Listing of Securities.  The Company shall at all times
reserve and keep available out of its authorized  capital stock,  solely for the
purpose of issuance of Common  Stock upon the  exercise  of the  Warrants,  such
number of shares of Common Stock (or other securities,  properties or rights) as
shall be issuable upon the exercise  thereof.  The Company  covenants and agrees
that upon exercise of the Warrants and payment of the Exercise Price, all shares
of Common Stock and other  securities  issuable upon such exercise shall be duly
and validly issued, fully paid, non-assessable and not subject to the preemptive
rights of any  stockholder.  As long as the Warrants shall be  outstanding,  the
Company shall use its best efforts to cause all shares of Common Stock  issuable
upon the  exercise of the Warrants to be listed  (subject to official  notice of
issuance) on all securities  exchanges or the NASDAQ  National  Market System on
which the Common Stock may then be listed and/or quoted on NASDAQ.

     12. Notices to Warrant Holders.  Nothing  contained in this Agreement shall
be construed as  conferring  upon the Holders the right to vote or to consent or
to receive  notice as a stockholder  in respect of any meetings of  stockholders
for the  election  of  directors  or any other  matter,  or as having any rights
whatsoever as a stockholder of the Company.  If,  however,  at any time prior to
the expiration of the Warrants and their exercise,  any of the following  events
shall occur:
     
          (a) The  Company  shall take a record of the  holders of its shares of
     Common  Stock for the  purpose of  entitling  them to receive a dividend or
     distribution  payable  otherwise  than  in  cash,  or a  cash  dividend  or
     distribution payable otherwise than out of current or retained earnings, as
     indicated by the accounting  treatment of such dividend or  distribution on
     the books of the Company; or

                                      -24-
<PAGE>
  
          (b) The Company shall offer to all the holders of its Common Stock any
     additional shares of capital stock of the Company or securities convertible
     into or  exchangeable  for shares of capital  stock of the Company,  or any
     option, right or warrant to subscribe therefor; or

          (c) A  dissolution,  liquidation  or winding up of the Company  (other
     than in  connection  with a  consolidation  or  merger) or a sale of all or
     substantially  all of its property,  assets and business as an entity shall
     be proposed;

then, in any one or more of said events,  the Company shall give written  notice
of such  event at least  fifteen  (15) days  prior to the date fixed as a record
date or the date of closing  the  transfer  books for the  determination  of the
stockholders   entitled  to  such   dividend,   distribution,   convertible   or
exchangeable  securities  or  subscription  rights,  or entitled to vote on such
proposed dissolution, liquidation, winding up or sale. Such notice shall specify
such record date or the date of closing the transfer  books, as the case may be.
Failure to give such notice or any defect  therein shall not affect the validity
of any action taken in connection  with the  declaration  of payment or any such
dividend,  or the issuance of any  convertible or  exchangeable  securities,  or
subscription  rights,   options  or  warrants,   or  any  proposed  dissolution,
liquidation, winding up or sale.

                                      -25-
<PAGE>
     13. Notices.

     All notices, requests, consents and other communications hereunder shall be
in writing  and shall be deemed to have been duly made and sent when  delivered,
or mailed by registered or certified mail, return receipt requested:

          (a) If to the  registered  Holder of the  Warrants,  to the address of
     such Holder as shown on the books of the Company; or
   
          (b) If to the Company, to the address set forth in Section 3 hereof or
     to such  other  address  as the  Company  may  designate  by  notice to the
     Holders.
   
     14.  Supplements and Amendments.  The Company and the  Representatives  may
from time to time supplement or amend this Agreement without the approval of any
holders of Warrant  Certificates  (other than the  Representatives)  in order to
cure any  ambiguity,  to correct or supplement  any provision  contained  herein
which may be defective or inconsistent  with any provisions  herein,  or to make
any other provisions in regard to matters or questions  arising  hereunder which
the Company and the  Representatives  may deem  necessary or desirable and which
the  Company  and the  Representatives  deem  shall  not  adversely  affect  the
interests of the Holders of the Warrant Certificates.

     15. Successors. All the covenants and provisions of this Agreement shall be
binding  upon and inure to the  benefit of the  Company,  the  Holders and their
respective successors and assigns hereunder.
     
     16. Termination. This Agreement shall terminate at the close of business on
December 1, 2000.  Notwithstanding the foregoing, the indemnification provisions
of Section 7 shall  survive  such  termination  until the close of  business  on
December 1, 2006.

                                      -26-
<PAGE>
     17.  Governing  Law;  Submission to  Jurisdiction.  This Agreement and each
Warrant Certificate issued hereunder shall be deemed to be a contract made under
the laws of the State of New York and for all  purposes  shall be  construed  in
accordance  with the laws of said State  without  giving  effect to the rules of
said State governing the conflicts of laws. The Company, the Representatives and
the Holders hereby agree that any action, proceeding or claim against it arising
out of, or relating in any way to, this Agreement  shall be brought and enforced
in the  courts of the State of New York or of the United  States of America  for
the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive.  The Company, the Representatives and the
Holders hereby irrevocably waive any objection to such exclusive jurisdiction or
inconvenient  forum.  Any such  process or summons to be served  upon any of the
Company,  the  Representatives  and the  Holders  (at the  option  of the  party
bringing such action,  proceeding or claim) may be served by transmitting a copy
thereof,  by registered or certified  mail,  return receipt  requested,  postage
prepaid,  addressed  to it at the address  set forth in Section 13 hereof.  Such
mailing shall be deemed personal service and shall be legal and binding upon the
party  so  served  in  any  action,   proceeding  or  claim.  The  Company,  the
Representatives and the Holders agree that the prevailing party(ies) in any such
action or proceeding  shall be entitled to recover from the other party(ies) all
if  its/their  reasonable  legal costs and  expenses  relating to such action or
proceeding and/or incurred in connection with the preparation therefor.
     
     18. Equitable  Relief.  The Company  acknowledges that the Warrants and the
Warrant Shares are unique, and that any violation of this Agreement,  including,
but not  limited  to,  Section  3,  Section 7 and  Section  8 hereof,  cannot be
compensated for by damages alone.  Accordingly,  in addition to all of the other
remedies  which may be  available  hereunder  or under  applicable  law,  either

                                      -27-
<PAGE>
Representative and any Holder shall have the right to any equitable relief which
may be  appropriate  to remedy a breach  of  threatened  breach  by the  Company
hereunder,  including, without limitation, the right to enforce specifically the
terms of this  Agreement  by  obtaining  injunctive  relief  in  respect  of any
violation or non-performance hereof.

     19.  Entire  Agreement;   Modification.   This  Agreement   (including  the
Underwriting  Agreement to the extent  portions  thereof are referred to herein)
contains the entire understanding between the parties hereto with respect to the
subject  matter  hereof and may not be modified  or amended  except by a writing
duly  signed  by the party  against  whom  enforcement  of the  modification  or
amendment is sought.

     20.  Severability.  If any provision of this Agreement  shall be held to be
invalid or unenforceable,  such invalidity or unenforceability  shall not affect
any other provision of this Agreement.

     21.  Captions.  The caption  headings of the sections of this Agreement are
for  convenience  of  reference  only and are not  intended,  nor should they be
construed as, a part of this Agreement and shall be given no substantive effect.
     
     22.  Benefits  of this  Agreement.  Nothing  in  this  Agreement  shall  be
construed  to give to any person or  corporation  other than the Company and the
Representatives and nay other registered  Holder(s) of the Warrant  Certificates
or  Warrant  Shares any legal or  equitable  right,  remedy or claim  under this
Agreement;  and this Agreement shall be for the sole and Certificates or Warrant
Shares.
     
     23.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and such counterparts shall together constitute but one and the
same instrument.
                                      -28-
<PAGE>
    
    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.

[SEAL]                         U.S. WIRELESS DATA, INC.


                               By:  /s/ Maurice R. Caldwell, Jr.
                               ----------------------------------
                                    Name:  Maurice R. Caldwell
                                    Title:  President/CEO
Attest:


/s/ Michael J. Brisnehan
------------------------
Name:
Title:  Secretary
                                  RAS SECURITIES CORP.


                                  By:  /s/ Robert A. Schneider
                                       Name:
                                       Title:

                                  WALFORD & COMPANY INCORPORATED


                                  By:  /s/ Donald Walford
                                       Name:  Donald Walford
                                       Title:  President


                               
                                      -29-
<PAGE>
                                                                     EXHIBIT 4.2

                            U.S. WIRELESS DATA, INC.

                             STOCK PURCHASE WARRANT


              THE WARRANTS EVIDENCED HEREBY AND THE SHARES OF STOCK
             ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED
          UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND
             MAY NOT OFFERED OR SOLD WITHOUT REGISTRATION UNLESS AN
           EXEMPTION FROM REGISTRATION IS AVAILABLE UNDER SUCH ACT OR
                 THE RULES OR REGULATIONS PROMULGATED THEREUNDER

               WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK
                               AS DESCRIBED HEREIN


Date: April 12, 1993                                              Warrant No. 1

                  This certifies that, for value received:

         Name:    James B. Walters

or his registered  assigns are entitled to purchase during the period  described
in Section 5 below,  expiring April 12, 1998, from U.S.  Wireless Data,  Inc., a
Colorado corporation (the "Company"),  having its principal office at 4888 Pearl
East Circle, Suite 110, Boulder,  Colorado 80301, that number of shares of fully
paid and  nonassessable  Class A Common Stock of the Company as are described in
Section 1 (the  "Stock"),  at the exercise  price  described in Section 2 below,
which price may be adjusted as described below (the "Warrant Price"), subject to
the terms set forth herein.  The  holder(s) of this Warrant  and/or a registered
assign or  assigns,  shall be referred  to herein as the  "Warrantholder."  This
Warrant is being issued in consideration of accepting  appointment as a director
of the Company.

     1. Stock  Purchasable.  The number of shares of Stock  purchasable upon the
exercise of this Warrant is 50,000.

     2. Exercise Price.  The price at which this Warrant is exercisable,  unless
such  price  is  adjusted  as  described  below,  is  $4.00  per  share of Stock
purchased.

     3.  Expiration  of  Warrant.  This  Warrant  shall  expire and be no longer
exercisable after April 12, 1998 ("Expiration Date").

     4. Amended Consulting Agreement. In addition to the terms set forth herein,
this  Warrant  shall be  subject  to the terms and  conditions  set forth in the
Amendment to Independent Contractor Consulting Agreement between the Company and

<PAGE>
the Warrantholder effective August 15, 1992 ("Amended Consulting Agreement"),  a
copy of which is attached hereto.

     5.  Exercise of Warrants.  This Warrant may be exercised as to one-third of
the total shares  covered by this Warrant  commencing  April 12, 1994,  as to an
additional  one-third of the total  shares  covered by this Warrant on April 12,
1995,  and as to the  remaining  one-third of the total  shares  covered by this
Warrant on April 12, 1996. However, if Warrantholder should be removed or resign
as a director of the Company prior to the end of such three-year  period for any
reason, or upon the  effectiveness of the registration  statement for the public
offering  of any  securities  of the  Company,  the total  amount of the  shares
covered by this Warrant shall immediately become exercisable.  Further, upon the
effectiveness of the registration  statement  described in paragraph 4(c) of the
Amended  Consulting  Agreement,  the total shares  covered by this Warrant shall
immediately become exercisable.  If such registration  statement does not become
effective,  the shares  covered  by this  Warrant  shall not become  exercisable
except as otherwise described in this paragraph. The purchase rights represented
by this Warrant may be exercised in whole or in part (but not as to a fractional
share of Stock), by the Warrantholder or his or her duly authorized  attorney or
representative  at any  time  and  from  time  to time  while  this  Warrant  is
exercisable,  upon  presentation of this Warrant at the principal  office of the
Company,  with the purchase form attached hereto duly completed and signed,  and
upon  payment to the Company in cash or by  certified  check or bank draft of an
amount  equal to the  number  of shares  being so  purchased  multiplied  by the
Warrant Price.

     6. Procedures.  The Company agrees that the  Warrantholder  shall be deemed
the record  owner of the Stock as of the close of  business on the date on which
the Warrant  shall have been  presented and payment shall have been made for the
Stock as aforesaid.  Certificates  for the shares of Stock so purchased shall be
delivered to the Warrantholder  within a reasonable time, not exceeding 15 days,
after the exercise in full of the rights represented by this Warrant.

     If the Warrant is exercised in part only,  the Company,  upon  surrender of
this Warrant for cancellation, shall deliver a new Warrant evidencing the rights
of the  Warrantholder  to purchase  the balance of the shares of Stock which the
Warrantholder is entitled to purchase hereunder.

     The  Warrantholder  shall be  entitled  to have the Stock  included  in any
registration statement filed by the Company under the Securities Act of 1933, as
amended,  on an appropriate form subsequent to the registration  statement filed
in connection with the Company's initial public offering of common stock.

     7. Exchange of Warrants.  Subject to the  provisions of Section 11 (i) this
Warrant is  exchangeable  at the option of the  Warrantholder  at the  principal
office of the Company for other Warrants of different denominations entitled the
                                      -2-
<PAGE>
Warrantholder  to purchase the same  aggregate  number of shares of Stock as are
purchasable  hereunder;  and (ii) this  Warrant may be divided or combined  with
other warrants that carry the same rights. In either case, any alterations shall
be made  upon  presentation,  at the  principal  office of the  Company,  of the
Warrant(s),   together  with  a  written  notice  signed  by  the  Warrantholder
specifying  the names and  denominations  in which  any new  Warrants  are to be
issued and the payment of any transfer tax due in connection therewith.

     8.  Anti-Dilution  Provisions.  The Warrant  Price and the number of shares
purchasable  upon the  exercise of each Warrant are subject to  adjustment  from
time to time upon the occurrence of any of the events  specified in this Section
8. Upon exercise of the Warrant, the Warrantholder shall have all the rights and
preferences of a holder of Stock,  but shall have no rights of a holder of Stock
until such Warrant has been exercised as set forth above.

          (a) Stock Splits and  Dividends.  In case the Company  shall (i) pay a
     dividend in shares of Stock or make a distribution in shares of Stock, (ii)
     subdivide its  outstanding  shares of Stock,  (iii) combine its outstanding
     shares of Stock into a smaller number of shares of Stock,  or (iv) issue by
     reclassification  of its shares of Stock other  securities  of the Company,
     the number of shares of Stock  purchasable  upon  exercise of this  Warrant
     immediately prior thereto shall be adjusted so that the Warrantholder shall
     be  entitled  to  receive  the kind and  number of shares of Stock or other
     securities  of the Company  which  Warrantholder  would have owned or would
     have been  entitled to receive  after the  occurrence  of any of the events
     described  above had such Warrant been exercised  immediately  prior to the
     occurrence  of such  event or any  record  date with  respect  thereto.  An
     adjustment  made  pursuant  to this  Section  8(a) shall  become  effective
     immediately  after the  effective  date of such  event  retroactive  to the
     record date, if any, for the event.

          (b) Distribution of Stock and  Equivalents.  In case the Company shall
     distribute  or sell at less than fair  market  value to all  holders of its
     shares of Stock  evidences  of its  indebtedness  or assets or,  except for
     transactions covered by 7(a), shares of its stock (excluding  distributions
     referred  to in Section  8(a)  above) or rights,  options  or  warrants  or
     convertible or  exchangeable  securities  containing the right to subscribe
     for or purchase  shares of Stock,  then, in each case, the number of shares
     of Stock thereafter  purchasable upon the exercise of this Warrant shall be
     determined  by  multiplying  the  number  of  shares  of Stock  theretofore
     purchasable upon the exercise of this Warrant by a fraction,  the numerator
     of which shall be the then-current  Warrant Price per share of Stock on the
     date of such  distribution,  and the  denominator  of  which  shall be such
     current Warrant Price per share of Stock, plus the Fair Market Value of


                                       -3-
<PAGE>
     any consideration received by the Company, less the then-current fair value
     (as  determined by the Board of Directors of the Company) of the portion of
     the assets or evidences of  indebtedness  so distributed or of such rights,
     options or warrants,  or of such  convertible  or  exchangeable  securities
     applicable to one share of Stock.  Such  adjustment  shall be made whenever
     any such  distribution  is made, and shall become  effective on the date of
     distribution,  retroactive  to the  record  date for the  determination  of
     stockholders entitled to receive such distribution.

          (c) Reorganization.  In case the Company shall effect a consolidation,
     merger or a sale of  substantially  all of the  assets  (collectively,  the
     "Transfer") of the Company,  then as a condition of such  Transfer,  lawful
     and  adequate  provision  shall  be made so that  the  Warrantholder  shall
     thereafter  have the right to purchase and receive upon the basis and terms
     set forth in this Warrant  (and in lieu of the shares of Stock  immediately
     issuable upon exercise of this Warrant), such shares of stock or securities
     as may be issued or payable  with respect to or in exchange for a number of
     outstanding shares of such Stock the Warrantholder  would have received had
     such Transfer not taken place. Further, appropriate provision shall be made
     with respect to the rights of the  Warrantholder  so that the provisions of
     this Warrant (including,  without limitation,  provisions for adjustment of
     the Warrant  Price and number of shares  issuable upon  exercise)  shall be
     applicable as nearly as practicable,  in relation to any shares of stock or
     securities thereafter deliverable upon the exercise hereof.

          (d) New  Securities.  In the event that at any time, as a result of an
     adjustment made pursuant to this Section 8, the Warrantholder  shall become
     entitled to purchase any shares of the Company  other than shares of Stock,
     thereafter, the number of such other shares so purchasable upon exercise of
     this Warrant,  and the Warrant Price with respect to such shares,  shall be
     subject to adjustment  from time to time in a manner and on terms as nearly
     equivalent  as  practicable  to the  provisions  with  respect to the Stock
     purchasable upon exercise of this Warrant contained in Section 8(a) through
     8(f),  inclusive,  and the balance of the provisions  hereof shall apply on
     like terms to any such other shares.

          (e) Immaterial  Adjustments.  No adjustment in the number of shares of
     Stock purchasable  hereunder shall be required unless such adjustment would
     require an  increase  or decrease of at least 1% in the number of shares of
     Stock  purchasable  upon the exercise of this Warrant;  provided,  however,
     that any adjustments  that by reasons of this Section 8(e) are not required
     to be  made  shall  be  carried  forward  and  taken  into  account  in any
     subsequent  adjustment.  All  calculations  shall  be made  to the  nearest
     one-hundredth of a share.

          (f)  Adjustment  of Warrant  Price.  Whenever  the number of shares of
     Stock purchasable upon the exercise of this Warrant is adjusted,  as herein
     provided,  the Warrant Price shall be adjusted by multiplying  such Warrant
     Price immediately prior to such adjustment by a fraction,  the numerator of
     which shall be the number of shares of Stock  purchasable upon the exercise
     of this Warrant  immediately prior to such adjustment,  and the denominator
     of which shall be the number of shares of Stock so purchasable  immediately
     thereafter.

                                      -4-
<PAGE>
          (g) Fractional  Shares.  No fractional shares of Stock shall be issued
     in connection with the exercise of any Warrants,  but the Company,  in lieu
     of such  fractional  shares,  shall make such cash payment  therefor on the
     basis of the conversion price on the day immediately prior to exercise.

          (h) No  Change  to  State  Warrant  Price,  Etc.  Irrespective  of any
     adjustments  pursuant  to this  Section  8 to the  Warrant  Price or to the
     number of shares or other  securities  or other  property  obtainable  upon
     exercise of this  Warrant,  this  Warrant may continue to state the Warrant
     Price and the number of shares  obtainable  upon exercise as the same price
     and number of shares stated herein.

     9. Covenants. The Company covenants and agrees that:

          (a)  Reservation  of Stock.  During the period within which the rights
     represented  by the Warrant may be  exercised,  the Company  shall,  at all
     times,  reserve and keep available,  free from preemptive rights out of the
     aggregate of its authorized but unissued Stock, for the purpose of enabling
     it to satisfy any  obligation to issue shares of Stock upon the exercise of
     this Warrant,  the number of shares of Stock  deliverable upon the exercise
     of this Warrant.  If at any time the number of shares of  authorized  Stock
     shall not be sufficient to effect the exercise of this Warrant, the Company
     shall  take such  corporate  action as may be  necessary  to  increase  its
     authorized  but  unissued  Stock  to such  number  of  shares  as  shall be
     sufficient for such purpose.  The Company shall have analogous  obligations
     with respect to any other  securities or properties  issuable upon exercise
     of this Warrant;

          (b) No Liens,  Etc. All Stock that may be issued upon  exercise of the
     rights represented by this Warrant shall, upon issuance, be validly issued,
     fully paid,  nonassessable and free from all taxes,  liens and charges with
     respect to the issue thereof;

          (c) Taxes.  All  original  issue  taxes  payable  with  respect to the
     issuance of shares  upon the  exercise  of the rights  represented  by this
     Warrant shall be borne by the Company, but in no event shall the Company be
     responsible  or liable for income taxes or transfer taxes upon the transfer
     of any Warrant; 

          (d) No Diminution  of Value.  The Company shall not take any action to
     terminate this Warrant or to diminish it in value; and

          (e) Notice of Events.  The Company shall give prior written  notice to
     the  Warrantholder  of (i) any  tender  offer  that is  being  made for the
     Company's  stock;  (ii) any offer to holders of Stock for  subscription  or
     purchase  by them of any  shares of stock of any class;  (iii) any  capital
     reorganization of the Company, reclassification of the capital stock of the
     Company,  consolidation  or  merger  of the  Company  with or into  another
     corporation, the sale, lease or transfer of all or substantially all of the
     property or assets of the Company to another  corporation  or the voluntary

                                      -5-
<PAGE>
     or  involuntary  dissolution,  liquidation or winding up of the Company and
     (iv) any event of the type  described  in Section 8 hereof (all such events
     in clauses (i)-(iv) above are referred to as "Events"). Upon becoming aware
     of any pending or proposed Event, the Company shall deliver notice at least
     five business days before the day of the  occurrence of any Event and shall
     describe  the Event,  the date it is to take place and when the  holders of
     the  Company's  stock  will  be  entitled  to  exchange  their  shares  for
     securities or other properties deliverable upon such Event.

     10.  Voting  Rights.  Until  exercised,  this Warrant shall not entitle the
Warrantholder  to any  voting  rights or other  rights as a stock  holder of the
Company.

     11.  Transfer  Restrictions.  A  Warrantholder  may transfer his beneficial
interest  or any  portion  thereof in the  Warrant  only to the  Warrantholder's
spouse,  lineal descendants or ancestors (and their spouses) or the trustee of a
trust for the principal  benefit of such  persons.  Any transfer of ownership or
control of a  corporation  or other  entity  which is a  Warrantholder  shall be
deemed a  transfer  of this  Warrant  which must  comply  with the terms of this
Section 11. In addition,  neither this Warrant nor the Stock  issuable  upon the
exercise hereof may be sold,  transferred,  pledged or  hypothecated  unless the
Company shall have been supplied with  evidence  reasonably  satisfactory  to it
that such transfer is not in violation of the Securities Act of 1933, as amended
(the "Act"),  and any  applicable  state laws. The Company may place a legend to
that effect on this Warrant or any replacement  Warrant and on each  certificate
representing  shares  issuable  upon  exercise of this  Warrant.  Subject to the
satisfaction of the aforesaid  condition,  this Warrant shall be transferable by
the Warrantholder.

     If this Warrant is transferred, in whole or in part, upon surrender of this
Warrant to the Company,  the Company shall deliver to each  transferee a Warrant
evidencing  the rights of such  transferee  to purchase  the number of shares of
Stock that such transferee is entitled to purchase pursuant to such transfer.

     12.  Stockholder  Communications.  Until the exercise or expiration of this
Warrant, the Company shall provide each Warrantholder with each and every report
or other communication mailed to the stockholders of the Company.

     13. Lost, Stolen Warrants.  If this Warrant is lost,  stolen,  mutilated or
destroyed,  the  Company  shall,  on such terms as the  Company  may  reasonably
impose,  including a requirement that the  Warrantholder  obtain a bond, issue a
new Warrant of like  denomination,  tenor and date.  Any such new Warrant  shall
constitute an original contractual obligation of the Company, whether or not the
allegedly  lost,  stolen,  mutilated or destroyed  Warrant  shall be at any time
enforceable by anyone.

                                      -6-
<PAGE>
     14.  Provisions  of  New  Warrants.  Any  Warrant  issued  pursuant  to the
provisions  of  Section  15, or upon  transfer,  exchange,  division  or partial
exercise  of this  Warrant  or  combination  thereof  with  another  Warrant  or
Warrants,  shall set forth each  provision  set forth in  Sections 1 through 27,
inclusive, of this Warrant as each such provision is set forth herein, and shall
be duly executed on behalf of the Company by an executive officer.

     15. Cancellation of Warrant. Upon surrender of this Warrant for transfer or
exchange or upon the exercise  hereof,  this  Warrant  shall be cancelled by the
Company,  shall not be  reissued  by the  Company,  and,  except as  provided in
Section 6 in case of a partial exercise, in Section 7 in case of an exchange, or
in Section 11 in case of a transfer,  no Warrant shall be issued in lieu hereof.
Any new Warrant  certificate  shall be issued  promptly  but no later than seven
days after receipt of the old Warrant certificate;  provided,  however, that the
obligation  of the Company to transfer  the Warrant or issue the shares of Stock
upon the exercise of this Warrant  shall be subject to  compliance  with Section
11.

     16.  Complete  Agreement;  Modifications.  This  Warrant and any  documents
referred  to  herein  or  executed  contemporaneously  herewith  constitute  the
parties'  entire  agreement  with  respect  to the  subject  matter  hereof  and
supersede all agreements, representations,  warranties, statements, promises and
understandings,  whether  oral or written,  with  respect to the subject  matter
hereof. This Warrant may not be amended, altered or modified except by a writing
signed by the parties.

     17.  Cooperation.  Each party hereto  agrees to execute any and all further
documents and writings and perform such other reasonable actions which may be or
become necessary or expedient to effectuate and carry out this Warrant.

     18. Notices.  All notices under this Warrant will be in writing and will be
delivered by personal  service or telegram,  telecopy or certified mail (if such
service is not available,  then by first class mail),  postage prepaid,  to such
address as may be designated from time to time by the relevant party,  and which
will initially be as set forth below.  Any notice sent by certified mail will be
deemed to have been  given  three (3) days after the date on which it is mailed.
All other notices will be deemed given when  received.  No objection may be made
to the manner of  delivery  of any  notice  actually  received  in writing by an
authorized  agent of a party.  Notices  will be  addressed as follows or to such
other address as the party to whom the same is directed  will have  specified in
conformity with the foregoing:


                     (i)   If to the Company:

                           U.S. Wireless Data, Inc.
                           4888 Pearl East Circle, Suite 110
                           Boulder, Colorado 80301
                           Attn:  Maurice R. Caldwell, Jr.
                           Telephone:  (303) 440-5464
                           Fax:  (303) 440-5640

                                      -7-
<PAGE>
                           With an additional copy to:

                           Alan W. Peryam, Esq.
                           Hopper and Kanouff, P.C.
                           1610 Wynkoop Street
                           Suite 200
                           Denver, Colorado 80202
                           Telephone:  (303) 892-6000
                           Fax:  (303) 892-0457

                     (ii)  If to Warrantholder:

                           To the  Warrantholder  and addresses set forth on the
                           last page hereof.

     19. Successor and Assigns.  Except as provided herein to the contrary, this
Warrant  shall be binding  upon and inure to the benefit of the  parties,  their
respective successors and permitted assigns.

     20.  Governing  Law;  Jurisdiction.  This Warrant has been  negotiated  and
entered into in the State of  Colorado,  and all  questions  with respect to the
Warrant and the rights and  liabilities  of the parties shall be governed by the
laws of that state,  regardless  of the choice of law  provisions of Colorado or
any other jurisdiction. Any and all disputes between the parties which may arise
pursuant to this Warrant shall be heard and  determined  before the  appropriate
federal  or  state  court  located  in  Denver,  Colorado.  The  parties  hereto
acknowledge  that such court has  jurisdiction  to  interpret  and  enforce  the
provisions  of this Warrant and the parties  waive any and all  objections  that
they may have as to venue in any of the above courts.

     21.  Construction.  No term or provision of this Warrant shall be construed
so as to require the  commission of any act contrary to law, and wherever  there
is any conflict  between any provision of this Warrant and any present or future
statute,  law,  ordinance,  or regulation  contrary to which the parties have no
legal  right to  contract,  the  latter  shall  prevail,  but in such  event the
provision of this Warrant so affected shall be curtailed and limited only to the
extent necessary to bring it within the requirements of the law.

     22. Waivers Strictly  Construed.  With regard to any power, remedy or right
provided  herein or otherwise  available to any party hereunder (i) no waiver or
extension of time shall be  effective  unless  expressly  contained in a writing
signed by the waiving party; and (ii) no alteration,  modification or impairment
shall be implied by reason of any previous  waiver,  extension of time, delay or
omission in exercise, or other indulgence.

                                      -8-
<PAGE>
     23. Severability. The validity, legality or enforceability of the remainder
of this Warrant shall not be affected  even if one or more of the  provisions of
this  Warrant  shall be held to be  invalid,  illegal  or  unenforceable  in any
respect.

     24. Headings. The headings in this Warrant are inserted only as a matter of
convenience,  and in no way define,  limit,  or extend or interpret the scope of
this Warrant or of any particular provision.

     25. Counterparts. This Warrant may be executed in two or more counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one or the same instrument.

     26.  Attorney's  Fees.  Should any  litigation be commenced  (including any
proceedings  in  a  bankruptcy  court)  between  the  parties  hereto  or  their
representatives  concerning  any  provision  of this  Warrant  or the rights and
duties of any person or entity  hereunder,  the party or parties  prevailing  in
such  proceeding  shall be entitled,  in addition to such other relief as may be
granted,  to the  attorney's  fees and court  costs  incurred  by reason of such
litigation.

     27. No Brokers Etc. Fees.  Each party hereto  represents that it is not and
will  not be  obligated  for any  finder's  or  broker's  fee or  commission  in
connection with this Warrant or any agreement referred to herein or contemplated
hereby. The Company agrees to indemnify and hold harmless the Warrantholder from
any liability for any commission or  compensation in the nature of a finder's or
broker's fee (and the costs and expenses of defending  against such liability or
asserted  liability) for which the Company or any of its officers,  employees or
representatives is alleged to be responsible.



                                       -9-
<PAGE>
         IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be duly
executed effective as of April 12, 1993.

                                       U.S. WIRELESS DATA, INC.



                                       By: /s/  Maurice R. Caldwell, Jr.
                                       -----------------------------------
         (SEAL)                        Maurice R. Caldwell, Jr., President


                                       ADDRESS OF WARRANTHOLDER:


                                       James B. Walters
                                       -----------------------------

                                       4141 Colorado Blvd.
                                       -----------------------------

                                       Denver, CO 80216
                                       -----------------------------



                                      -10-

<PAGE>



                               FORM OF ASSIGNMENT


     FOR  VALUE   RECEIVED,   __________________________________________________
hereby sells,  assigns and transfers to  ____________________________________the
within Warrant,  together with all rights,  title and interest therein, and does
hereby  irrevocably  constitute and appoint  ___________________________________
attorney to transfer such Warrant on  theregister of the  within-named  Company,
with full power of substitution.

Dated: ______________________       ______________________________________
                                    Signature


Signature Guaranteed:



____________________________________


                                      -11-

<PAGE>
                                  PURCHASE FORM
                                 To Be Executed
                            Upon Exercise of Warrant

         The undersigned hereby exercises the right to purchase shares of Stock,
evidenced by the within Warrant,  according to the terms and conditions thereof,
and herewith [makes payment of the purchase price in full] [or requests that the
Company  exchange  the  Warrant as provided  in Section 6 of the  Warrant].  The
undersigned  requests that certificate(s) for such shares shall be issued in the
name set forth below.

Dated: _________________________
                                       [NAME OF HOLDER]

                                       By: _______________________________
                                           Signature

                                       Name:______________________________
                                            (Please Print)

                                       Address:___________________________

                                       ___________________________________

                                       ___________________________________


                                       Employer Identification Number, Social
                                       Security Number or other identifying 
                                       number:

                                       ___________________________________

         If said number of shares shall not be all the shares  purchasable under
the within Warrant, the Warrantholder hereby requests that a new Warrant for the
unexercised  portion  shall  be  registered  in the  name set  forth  below  and
delivered to the address set forth below:

Name:___________________________________
     (Please Print)

Address:________________________________

________________________________________

________________________________________



Employer Identification Number, Social
Security Number or other identifying
number: ________________________________


                                      -12-

<PAGE>
                                                                     EXHIBIT 4.3

                            U.S. WIRELESS DATA, INC.

                             STOCK PURCHASE WARRANT

              THE WARRANTS EVIDENCED HEREBY AND THE SHARES OF STOCK
             ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED
          UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND
             MAY NOT OFFERED OR SOLD WITHOUT REGISTRATION UNLESS AN
           EXEMPTION FROM REGISTRATION IS AVAILABLE UNDER SUCH ACT OR
                 THE RULES OR REGULATIONS PROMULGATED THEREUNDER

               WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK
                               AS DESCRIBED HEREIN


Date: May 1, 1993                                                  Warrant No. 3

                  This certifies that, for value received:

         Name:    Kenneth D. DeJohn

or his registered  assigns are entitled to purchase during the period  described
in Section 4 below,  expiring  May 1, 203,  from U.S.  Wireless  Data,  Inc.,  a
Colorado corporation (the "Company"),  having its principal office at 4888 Pearl
East Circle, Suite 110, Boulder,  Colorado 80301, that number of shares of fully
paid and  nonassessable  Class A Common Stock of the Company as are described in
Section 1 (the  "Stock"),  at the exercise  price  described in Section 2 below,
which price may be adjusted as described below (the "Warrant Price"), subject to
the terms set forth herein.  The  holder(s) of this Warrant  and/or a registered
assign or  assigns,  shall be referred  to herein as the  "Warrantholder."  This
Warrant is being issued in  consideration  of accepting of accepting  employment
with the Company as Vice President of Manufacturing.

     1. Stock  Purchasable.  The number of shares of Stock  purchasable upon the
exercise of this Warrant is 150,000.

     2. Exercise Price.  The price at which this Warrant is exercisable,  unless
such  price  is  adjusted  as  described  below,  is  $4.00  per  share of Stock
purchased.

     3.  Expiration  of  Warrant.  This  Warrant  shall  expire and be no longer
exercisable after May 1, 2003 ("Expiration Date").


     4.  Exercise of  Warrants.  This  Warrant may be exercised as to the entire
amount  of  the  shares   covered  by  the   Warrant   after  one  year  of  the
Warrantholder's  continuous  service to the Company (May 1, 1994).  The purchase

<PAGE>
rights represented by this Warrant may be exercised in whole or in part (but not
as to a  fractional  share of Stock),  by the  Warrantholder  or his or her duly
authorized  attorney or  representative  at any time and from time to time while
this Warrant is exercisable,  upon presentation of this Warrant at the principal
office of the Company, with the purchase form attached hereto duly completed and
signed,  and upon payment to the Company in cash or by  certified  check or bank
draft of an amount equal to the number of shares  being so purchased  multiplied
by the Warrant Price.

     5. Procedures.  The Company agrees that the  Warrantholder  shall be deemed
the record  owner of the Stock as of the close of  business on the date on which
the Warrant  shall have been  presented and payment shall have been made for the
Stock as aforesaid.  Certificates  for the shares of Stock so purchased shall be
delivered to the Warrantholder  within a reasonable time, not exceeding 15 days,
after the exercise in full of the rights represented by this Warrant.

     If the Warrant is exercised in part only,  the Company,  upon  surrender of
this Warrant for cancellation, shall deliver a new Warrant evidencing the rights
of the  Warrantholder  to purchase  the balance of the shares of Stock which the
Warrantholder is entitled to purchase hereunder.

     6. Exchange of Warrants.  Subject to the  provisions of Section 10 (i) this
Warrant is  exchangeable  at the option of the  Warrantholder  at the  principal
office of the Company for other Warrants of different denominations entitled the
Warrantholder  to purchase the same  aggregate  number of shares of Stock as are
purchasable  hereunder;  and (ii) this  Warrant may be divided or combined  with
other warrants that carry the same rights. In either case, any alterations shall
be made  upon  presentation,  at the  principal  office of the  Company,  of the
Warrant(s),   together  with  a  written  notice  signed  by  the  Warrantholder
specifying  the names and  denominations  in which  any new  Warrants  are to be
issued and the payment of any transfer tax due in connection therewith.

     7.  Anti-Dilution  Provisions.  The Warrant  Price and the number of shares
purchasable  upon the  exercise of each Warrant are subject to  adjustment  from
time to time upon the occurrence of any of the events  specified in this Section
7. Upon exercise of the Warrant, the Warrantholder shall have all the rights and
preferences of a holder of Stock,  but shall have no rights of a holder of Stock
until such Warrant has been exercised as set forth above.

          (a) Stock Splits and  Dividends.  In case the Company  shall (i) pay a
     dividend in shares of Stock or make a distribution in shares of Stock, (ii)
     subdivide its  outstanding  shares of Stock,  (iii) combine its outstanding
     shares of Stock into a smaller


                                       -2-
<PAGE>
     number of shares of Stock, or (iv) issue by  reclassification of its shares
     of Stock other  securities  of the  Company,  the number of shares of Stock
     purchasable upon exercise of this Warrant  immediately  prior thereto shall
     be adjusted so that the Warrantholder shall be entitled to receive the kind
     and  number of shares of Stock or other  securities  of the  Company  which
     Warrantholder would have owned or would have been entitled to receive after
     the occurrence of any of the events  described  above had such Warrant been
     exercised  immediately  prior to the occurrence of such event or any record
     date with respect thereto. An adjustment made pursuant to this Section 7(a)
     shall become effective  immediately  after the effective date of such event
     retroactive to the record date, if any, for the event.

          (b) Distribution of Stock and  Equivalents.  In case the Company shall
     distribute  or sell at less than fair  market  value to all  holders of its
     shares of Stock  evidences  of its  indebtedness  or assets or,  except for
     transactions covered by 7(a), shares of its stock (excluding  distributions
     referred  to in Section  7(a)  above) or rights,  options  or  warrants  or
     convertible or  exchangeable  securities  containing the right to subscribe
     for or purchase  shares of Stock,  then, in each case, the number of shares
     of Stock thereafter  purchasable upon the exercise of this Warrant shall be
     determined  by  multiplying  the  number  of  shares  of Stock  theretofore
     purchasable upon the exercise of this Warrant by a fraction,  the numerator
     of which shall be the then-current  Warrant Price per share of Stock on the
     date of such  distribution,  and the  denominator  of  which  shall be such
     current Warrant Price per share of Stock, plus the Fair Market Value of any
     consideration received by the Company, less the then-current fair value (as
     determined  by the Board of Directors of the Company) of the portion of the
     assets or  evidences  of  indebtedness  so  distributed  or of such rights,
     options or warrants,  or of such  convertible  or  exchangeable  securities
     applicable to one share of Stock.  Such  adjustment  shall be made whenever
     any such  distribution  is made, and shall become  effective on the date of
     distribution,  retroactive  to the  record  date for the  determination  of
     stockholders entitled to receive such distribution.

          (c) Reorganization.  In case the Company shall effect a consolidation,
     merger or a sale of  substantially  all of the  assets  (collectively,  the
     "Transfer") of the Company,  then as a condition of such  Transfer,  lawful
     and  adequate  provision  shall  be made so that  the  Warrantholder  shall
     thereafter  have the right to purchase and receive upon the basis and terms
     set forth in this Warrant  (and in lieu of the shares of Stock  immediately
     issuable upon exercise of this Warrant), such shares of stock or securities
     as may be issued or payable  with respect to or in exchange for a number of
     outstanding shares of such Stock the Warrantholder  would have received had
     such Transfer not taken place. Further, appropriate provision shall be made
     with respect to the rights of the  Warrantholder  so that the provisions of
     this Warrant (including,  without limitation,  provisions for adjustment of
     the Warrant  Price and number of shares  issuable upon  exercise)  shall be
     applicable as nearly as practicable,  in relation to any shares of stock or
     securities thereafter deliverable upon the exercise hereof.

                                      -3-
<PAGE>

          (d) New  Securities.  In the event that at any time, as a result of an
     adjustment made pursuant to this Section 7, the Warrantholder  shall become
     entitled to purchase any shares of the Company  other than shares of Stock,
     thereafter, the number of such other shares so purchasable upon exercise of
     this Warrant,  and the Warrant Price with respect to such shares,  shall be
     subject to adjustment  from time to time in a manner and on terms as nearly
     equivalent  as  practicable  to the  provisions  with  respect to the Stock
     purchasable upon exercise of this Warrant contained in Section 7(a) through
     7(f),  inclusive,  and the balance of the provisions  hereof shall apply on
     like terms to any such other shares.

          (e) Immaterial  Adjustments.  No adjustment in the number of shares of
     Stock purchasable  hereunder shall be required unless such adjustment would
     require an  increase  or decrease of at least 1% in the number of shares of
     Stock  purchasable  upon the exercise of this Warrant;  provided,  however,
     that any adjustments  that by reasons of this Section 7(e) are not required
     to be  made  shall  be  carried  forward  and  taken  into  account  in any
     subsequent  adjustment.  All  calculations  shall  be made  to the  nearest
     one-hundredth of a share.

          (f)  Adjustment  of Warrant  Price.  Whenever  the number of shares of
     Stock purchasable upon the exercise of this Warrant is adjusted,  as herein
     provided,  the Warrant Price shall be adjusted by multiplying  such Warrant
     Price immediately prior to such adjustment by a fraction,  the numerator of
     which shall be the number of shares of Stock  purchasable upon the exercise
     of this Warrant  immediately prior to such adjustment,  and the denominator
     of which shall be the number of shares of Stock so purchasable  immediately
     thereafter.

          (g) Fractional  Shares.  No fractional shares of Stock shall be issued
     in connection with the exercise of any Warrants,  but the Company,  in lieu
     of such  fractional  shares,  shall make such cash payment  therefor on the
     basis of the conversion price on the day immediately prior to exercise.

          (h) No  Change  to  State  Warrant  Price,  Etc.  Irrespective  of any
     adjustments  pursuant  to this  Section  7 to the  Warrant  Price or to the
     number of shares or other  securities  or other  property  obtainable  upon
     exercise of this  Warrant,  this  Warrant may continue to state the Warrant
     Price and the number of shares  obtainable  upon exercise as the same price
     and number of shares stated herein.

     8. Covenants. The Company covenants and agrees that:

          (a)  Reservation  of Stock.  During the period within which the rights
     represented  by the Warrant may be  exercised,  the Company  shall,  at all
     times,  reserve and keep available,  free from preemptive rights out of the
     aggregate of its authorized but unissued Stock, for the purpose of enabling
     it to satisfy any  obligation to issue shares of Stock upon the exercise of

                                      -4-
<PAGE>
     this Warrant,  the number of shares of Stock  deliverable upon the exercise
     of this Warrant.  If at any time the number of shares of  authorized  Stock
     shall not be sufficient to effect the exercise of this Warrant, the Company
     shall  take such  corporate  action as may be  necessary  to  increase  its
     authorized  but  unissued  Stock  to such  number  of  shares  as  shall be
     sufficient for such purpose.  The Company shall have analogous  obligations
     with respect to any other  securities or properties  issuable upon exercise
     of this Warrant;

          (b) No Liens,  Etc. All Stock that may be issued upon  exercise of the
     rights represented by this Warrant shall, upon issuance, be validly issued,
     fully paid,  nonassessable and free from all taxes,  liens and charges with
     respect to the issue thereof;

          (c) Taxes.  All  original  issue  taxes  payable  with  respect to the
     issuance of shares  upon the  exercise  of the rights  represented  by this
     Warrant shall be borne by the Company, but in no event shall the Company be
     responsible  or liable for income taxes or transfer taxes upon the transfer
     of any Warrant;

          (d) No Diminution  of Value.  The Company shall not take any action to
     terminate this Warrant or to diminish it in value; and

          (e) Notice of Events.  The Company shall give prior written  notice to
     the  Warrantholder  of (i) any  tender  offer  that is  being  made for the
     Company's  stock;  (ii) any offer to holders of Stock for  subscription  or
     purchase  by them of any  shares of stock of any class;  (iii) any  capital
     reorganization of the Company, reclassification of the capital stock of the
     Company,  consolidation  or  merger  of the  Company  with or into  another
     corporation, the sale, lease or transfer of all or substantially all of the
     property or assets of the Company to another  corporation  or the voluntary
     or  involuntary  dissolution,  liquidation or winding up of the Company and
     (iv) any event of the type  described  in Section 7 hereof (all such events
     in clauses (i)-(iv) above are referred to as "Events"). Upon becoming aware
     of any pending or proposed Event, the Company shall deliver notice at least
     five business days before the day of the  occurrence of any Event and shall
     describe  the Event,  the date it is to take place and when the  holders of
     the  Company's  stock  will  be  entitled  to  exchange  their  shares  for
     securities or other properties deliverable upon such Event.

     9. Voting  Rights.  Until  exercised,  this  Warrant  shall not entitle the
Warrantholder  to any  voting  rights or other  rights as a stock  holder of the
Company.

     10.  Transfer  Restrictions.  A  Warrantholder  may transfer his beneficial
interest  or any  portion  thereof in the  Warrant  only to the  Warrantholder's
spouse,  lineal descendants or ancestors (and their spouses) or the trustee of a
trust for the principal  benefit of such  persons.  Any transfer of ownership or
control of a  corporation  or other  entity  which is a  Warrantholder  shall be
deemed a  transfer  of this  Warrant  which must  comply  with the terms of this

                                      -5-
<PAGE>
Section 10. In addition,  neither this Warrant nor the Stock  issuable  upon the
exercise hereof may be sold,  transferred,  pledged or  hypothecated  unless the
Company shall have been supplied with  evidence  reasonably  satisfactory  to it
that such transfer is not in violation of the Securities Act of 1933, as amended
(the "Act"),  and any  applicable  state laws. The Company may place a legend to
that effect on this Warrant or any replacement  Warrant and on each  certificate
representing  shares  issuable  upon  exercise of this  Warrant.  Subject to the
satisfaction of the aforesaid  condition,  this Warrant shall be transferable by
the Warrantholder.

     If this Warrant is transferred, in whole or in part, upon surrender of this
Warrant to the Company,  the Company shall deliver to each  transferee a Warrant
evidencing  the rights of such  transferee  to purchase  the number of shares of
Stock that such transferee is entitled to purchase pursuant to such transfer.

     11.  Stockholder  Communications.  Until the exercise or expiration of this
Warrant, the Company shall provide each Warrantholder with each and every report
or other communication mailed to the stockholders of the Company.

     12. Lost, Stolen Warrants.  If this Warrant is lost,  stolen,  mutilated or
destroyed,  the  Company  shall,  on such terms as the  Company  may  reasonably
impose,  including a requirement that the  Warrantholder  obtain a bond, issue a
new Warrant of like  denomination,  tenor and date.  Any such new Warrant  shall
constitute an original contractual obligation of the Company, whether or not the
allegedly  lost,  stolen,  mutilated or destroyed  Warrant  shall be at any time
enforceable by anyone.

     13.  Provisions  of  New  Warrants.  Any  Warrant  issued  pursuant  to the
provisions  of  Section  14, or upon  transfer,  exchange,  division  or partial
exercise  of this  Warrant  or  combination  thereof  with  another  Warrant  or
Warrants,  shall set forth each  provision  set forth in  Sections 1 through 26,
inclusive, of this Warrant as each such provision is set forth herein, and shall
be duly executed on behalf of the Company by an executive officer.

     14. Cancellation of Warrant. Upon surrender of this Warrant for transfer or
exchange or upon the exercise  hereof,  this  Warrant  shall be cancelled by the
Company,  shall not be  reissued  by the  Company,  and,  except as  provided in
Section 5 in case of a partial exercise, in Section 7 in case of an exchange, or
in Section 10 in case of a transfer,  no Warrant shall be issued in lieu hereof.
Any new Warrant  certificate  shall be issued  promptly  but no later than seven
days after receipt of the old Warrant certificate;  provided,  however, that the
obligation  of the Company to transfer  the Warrant or issue the shares of Stock
upon the exercise of this Warrant  shall be subject to  compliance  with Section
10.

     15.  Complete  Agreement;  Modifications.  This  Warrant and any  documents
referred  to  herein  or  executed  contemporaneously  herewith  constitute  the
parties'  entire  agreement  with  respect  to the  subject  matter  hereof  and
supersede all agreements, representations,  warranties, statements, promises and
understandings,  whether  oral or written,  with  respect to the subject  matter

                                      -6-
<PAGE>
hereof. This Warrant may not be amended, altered or modified except by a writing
signed by the parties.

     16.  Cooperation.  Each party hereto  agrees to execute any and all further
documents and writings and perform such other reasonable actions which may be or
become necessary or expedient to effectuate and carry out this Warrant.

     17. Notices.  All notices under this Warrant will be in writing and will be
delivered by personal  service or telegram,  telecopy or certified mail (if such
service is not available,  then by first class mail),  postage prepaid,  to such
address as may be designated from time to time by the relevant party,  and which
will initially be as set forth below.  Any notice sent by certified mail will be
deemed to have been  given  three (3) days after the date on which it is mailed.
All other notices will be deemed given when  received.  No objection may be made
to the manner of  delivery  of any  notice  actually  received  in writing by an
authorized  agent of a party.  Notices  will be  addressed as follows or to such
other address as the party to whom the same is directed  will have  specified in
conformity with the foregoing:

                      (i)  If to the Company:

                           U.S. Wireless Data, Inc.
                           4888 Pearl East Circle, Suite 110
                           Boulder, Colorado 80301
                           Attn:  Maurice R. Caldwell, Jr.
                           Telephone:  (303) 440-5464
                           Fax:  (303) 440-5640

                           With an additional copy to:

                           Alan W. Peryam, Esq.
                           Hopper and Kanouff, P.C.
                           1610 Wynkoop Street
                           Suite 200
                           Denver, Colorado 80202
                           Telephone:  (303) 892-6000
                           Fax:  (303) 892-0457


                      (ii) If to Warrantholder:

                           To the  Warrantholder  and addresses set forth on the
                           last page hereof.

     18. Successor and Assigns.  Except as provided herein to the contrary, this
Warrant  shall be binding  upon and inure to the benefit of the  parties,  their
respective successors and permitted assigns.
   
                                       -7-
<PAGE>

     19.  Governing  Law;  Jurisdiction.  This Warrant has been  negotiated  and
entered into in the State of  Colorado,  and all  questions  with respect to the
Warrant and the rights and  liabilities  of the parties shall be governed by the
laws of that state,  regardless  of the choice of law  provisions of Colorado or
any other jurisdiction. Any and all disputes between the parties which may arise
pursuant to this Warrant shall be heard and  determined  before the  appropriate
federal  or  state  court  located  in  Denver,  Colorado.  The  parties  hereto
acknowledge  that such court has  jurisdiction  to  interpret  and  enforce  the
provisions  of this Warrant and the parties  waive any and all  objections  that
they may have as to venue in any of the above courts.

     20.  Construction.  No term or provision of this Warrant shall be construed
so as to require the  commission of any act contrary to law, and wherever  there
is any conflict  between any provision of this Warrant and any present or future
statute,  law,  ordinance,  or regulation  contrary to which the parties have no
legal  right to  contract,  the  latter  shall  prevail,  but in such  event the
provision of this Warrant so affected shall be curtailed and limited only to the
extent necessary to bring it within the requirements of the law.

     21. Waivers Strictly  Construed.  With regard to any power, remedy or right
provided  herein or otherwise  available to any party hereunder (i) no waiver or
extension of time shall be  effective  unless  expressly  contained in a writing
signed by the waiving party; and (ii) no alteration,  modification or impairment
shall be implied by reason of any previous  waiver,  extension of time, delay or
omission in exercise, or other indulgence.

     22. Severability. The validity, legality or enforceability of the remainder
of this Warrant shall not be affected  even if one or more of the  provisions of
this  Warrant  shall be held to be  invalid,  illegal  or  unenforceable  in any
respect.

     23. Headings. The headings in this Warrant are inserted only as a matter of
convenience,  and in no way define,  limit,  or extend or interpret the scope of
this Warrant or of any particular provision.

     24. Counterparts. This Warrant may be executed in two or more counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one or the same instrument.

     25.  Attorney's  Fees.  Should any  litigation be commenced  (including any
proceedings  in  a  bankruptcy  court)  between  the  parties  hereto  or  their
representatives  concerning  any  provision  of this  Warrant  or the rights and
duties of any person or entity  hereunder,  the party or parties  prevailing  in
such  proceeding  shall be entitled,  in addition to such other relief as may be
granted,  to the  attorney's  fees and court  costs  incurred  by reason of such
litigation.

     26. No Brokers Etc. Fees.  Each party hereto  represents that it is not and
will  not be  obligated  for any  finder's  or  broker's  fee or  commission  in

                                      -8-
<PAGE>
connection with this Warrant or any agreement referred to herein or contemplated
hereby. The Company agrees to indemnify and hold harmless the Warrantholder from
any liability for any commission or  compensation in the nature of a finder's or
broker's fee (and the costs and expenses of defending  against such liability or
asserted  liability) for which the Company or any of its officers,  employees or
representatives is alleged to be responsible.

         IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be duly
executed effective as of May 1, 1993.

                                U.S. WIRELESS DATA, INC.



                                By: /s/ Maurice R. Caldwell, Jr.
                                --------------------------------
         (SEAL)                 Maurice R. Caldwell, Jr., President

                                ADDRESS OF WARRANTHOLDER:


                                  Kenneth D. DeJohn
                                  ------------------------

                                  8052 Fox Ridge Court
                                  ------------------------

                                  Boulder, CO 80301
                                  ------------------------



                                       -9-
<PAGE>
                               FORM OF ASSIGNMENT


     FOR  VALUE   RECEIVED,   __________________________________________________
hereby sells,  assigns and  transfers to  ___________________________________the
within Warrant,  together with all rights,  title and interest therein, and does
hereby irrevocably constitute and appoint  ___________________________  attorney
to transfer such Warrant on the register of the within-named  Company, with full
power of substitution.

Dated: _________________________    ________________________________________
                                    Signature


Signature Guaranteed:


_____________________________________


                                      -10-

<PAGE>



                                  PURCHASE FORM
                                  -------------
                                 To Be Executed
                            Upon Exercise of Warrant

         The undersigned hereby exercises the right to purchase shares of Stock,
evidenced by the within Warrant,  according to the terms and conditions thereof,
and herewith [makes payment of the purchase price in full] [or requests that the
Company  exchange  the  Warrant as provided  in Section 5 of the  Warrant].  The
undersigned  requests that certificate(s) for such shares shall be issued in the
name set forth below.

Dated:______________________
                                 [NAME OF HOLDER]

                                   By: __________________________________
                                       Signature

                                 Name: __________________________________
                                              (Please Print)

                                 Address:________________________________

                                 ________________________________________

                                 ________________________________________  


                                 Employer Identification Number, Social
                                 Security Number or other identifying number:

                                 ________________________________________


         If said number of shares shall not be all the shares  purchasable under
the within Warrant, the Warrantholder hereby requests that a new Warrant for the
unexercised  portion  shall  be  registered  in the  name set  forth  below  and
delivered to the address set forth below:

Name: ___________________________________
               (Please Print)

Address: ________________________________

_________________________________________

_________________________________________



Employer Identification Number, Social
Security Number or other identifying
number:_____________________________


                                      -11-