EXHIBIT 4.22


THIS  WARRANT  AND THE STOCK  ISSUABLE  UPON THE  EXERCISE  HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),  AND CAN BE
TRANSFERRED  ONLY IN COMPLIANCE  WITH THE ACT AND  APPLICABLE  STATE  SECURITIES
LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD,  TRANSFERRED OR ASSIGNED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT, UNLESS, IN THE OPINION OF
COUNSEL FOR THE COMPANY OR COUNSEL FOR THE REGISTERED  HOLDER (WHICH SHALL BE IN
FORM AND FROM SUCH COUNSEL AS SHALL BE REASONABLY  SATISFACTORY TO THE COMPANY),
SUCH REGISTRATION IS NOT THEN REQUIRED.

                            U.S. Wireless Data, Inc.
                          2200 Powell Street, Suite 800
                          Emeryville, California 94608

                          COMMON STOCK PURCHASE WARRANT

Warrant No. ___________                   Right to Purchase 25,000 shares of
                                          the No Par Value Common Stock
                                          of the Company (subject to
                                          adjustment)


Date of Issuance:  As of October 28, 1998
Expiration Date:   On or before October 27, 2001

         THIS CERTIFIES THAT, for value received,

Chuck Burtzloff ("Purchaser"),

or permitted transferees in accordance with Section 12 hereof, or its registered
assigns  (the  "Registered  Holder" or  "Registered  Holders"),  is  entitled to
purchase from U.S. Wireless Data, Inc., a Colorado  corporation (the "Company"),
the  number  of  shares of common  stock,  no par value per share  (the  "Common
Stock"),  of the  Company set forth  above,  subject to  adjustment  pursuant to
Section 4 hereof,  at the price of Three and 38/1000 Dollars  ($3.038) per share
of Common  Stock,  subject  to  adjustment  pursuant  to  Section 3 hereof  (the
"Exercise Price").  These purchase rights are granted pursuant to a Note Payable
dated as of October 28, 1998,  between the Company and Purchaser  (the "Purchase
Agreement"), subject to the following provisions:
<PAGE>
                                    SECTION 1
                               CERTAIN DEFINITIONS

         As used in this  Warrant,  the  following  terms have the  meanings set
forth below:

         "Agreement"  is the Note Payable dated as of October 28, 1998,  between
the Company and Purchaser.

         "Agreement Date" means the date of the Agreement.

         "Commission" means the Securities and Exchange Commission.

         "Common Stock" means the Company's Common Stock, no par value per share

         "Common Stock Deemed  Outstanding" means the number of shares of Common
Stock  actually  outstanding  at such time,  plus the number of shares of Common
Stock deemed to be  outstanding  at any given time pursuant to Section 3 of this
Warrant.

         "Convertible  Securities" or "Convertible Security" means any rights or
options which are exercisable to purchase,  or convertible into, Common Stock or
any stock or other securities convertible into or exchangeable for Common Stock.

         "Date of  Issuance"  is the date set  forth on the  front  page of this
Warrant,  and the terms  "date  hereof,"  "date of this  Warrant,"  and  similar
expressions shall be deemed to refer to the Date of Issuance.

         "Exercise  Period"  means the period of time  commencing at 12:01 A.M.,
Eastern Time, on the Date of Issuance and ending at 5:00 P.M.,  Eastern Time, on
the Expiration Date, as set forth on the front page of this Warrant.

         "Fair  Value"  means a value  determined  in good faith by the Board of
Directors of the Company.  Anytime a Fair Value is required to be determined for
purposes of this Warrant,  a certificate  executed by an appropriate  officer of
the Company shall be prepared and delivered to the Registered  Holder to reflect
the action taken by the Board of Directors to determine such Fair Value.

         "Market  Price"  means,  as to any  security  immediately  transferable
without restriction,  the average of the closing prices of such security's sales
on the principal domestic  securities exchange on which such security may at the
time be listed, or, if there have been no sales on any such exchange on any day,
the average of the highest bid and lowest asked prices on all such  exchanges at
the end of such  day,  or, if on any day such  security  is not so  listed,  the
average of the bid and asked prices  quoted on Nasdaq as of the close of trading
in New York City on such day, in each such case  averaged  over a period of five
(5) consecutive days

                                       -2-
<PAGE>
consisting of the business day immediately  preceding the day as of which Market
Price is being  determined and the four (4)  consecutive  business days prior to
such day;  provided that if such  security is listed on any  principal  domestic
securities  exchange or quoted on Nasdaq, the terms "business day" and "business
days" means a day or days,  as  applicable,  on which such exchange or Nasdaq is
open for trading or quotation,  as the case may be, notwithstanding  whether any
quotation  is  available on any  particular  business day and, if not,  then the
Market  Price shall be  determined  based upon those  remaining  days during the
aforesaid  5-day period for which  quotations are available.  If any security is
not  immediately  transferable  without  restriction,  or is not  listed  on any
principal  domestic  securities  exchange or quoted on Nasdaq,  the Market Price
shall be the Fair Value thereof.

         "Nasdaq"  means the National  Market  System or the Small Cap Market of
the Nasdaq Stock Market, or the OTC Electronic  Bulletin Board, or any successor
interdealer  quotation  systems having  substantially  the same listing criteria
that may in the future be used generally by members of the National  Association
of Securities Dealers, Inc. for over-the-counter transactions in securities.

         "Person" means an individual, a partnership,  a corporation, a trust, a
joint venture, an unincorporated  organization,  a government and any department
and agency thereof.

         "Series A Preferred  Stock" means that Series A Cumulative  Convertible
Redeemable  Preferred  Stock of the Company which is  outstanding on the Date of
Issuance.

         "Six Percent Convertible Debentures" means the Company's 6% Convertible
Subordinated  Debentures Due July 21, 2000,  originally  issued  effective as of
July 22, 1998.

         "Stock"  means  shares of the  Company's  Common Stock  authorized  but
unissued as of the Date of Issuance,  issued or issuable  upon  exercise of this
Warrant;  provided that if there is a change such that the securities  issued or
issuable  upon  exercise of this  Warrant are issued by an entity other than the
Company,  or there is a change in the class of securities so issuable,  then the
term "Stock" shall mean shares of any security  issued or issuable upon exercise
of the Warrant if such  security  is issuable in shares,  or shall mean units of
any such  security  issued or  issuable,  if such  security  is not  issuable in
shares.

         "Warrant" and "Warrants"  means this Warrant and all warrants issued or
issuable in  exchange or  substitution  for this  Warrant  pursuant to the terms
hereof.

                                    SECTION 2
                               EXERCISE OF WARRANT

     2.1 Exercise Period.  The Registered  Holder may exercise this Warrant,  in
whole or in part, at any time and from time to time, during the Exercise Period,
and the


                                       -3-
<PAGE>
exercise  hereof may be for such whole number of Stock as the Registered  Holder
may, in its sole discretion, decide.

     2.2 Exercise Procedure.

          (a) This Warrant  shall be deemed to have been  exercised at such time
     as the Company  has  received  all of the  following  items (the  "Exercise
     Date"):

               (i) A completed Exercise Agreement,  as described below, executed
          by  the  Person   exercising  all  or  part  of  the  purchase  rights
          represented by this Warrant (the "Purchaser");

               (ii) This  Warrant  (subject  to delivery by the Company of a new
          Warrant  with  respect to any  unexercised  portion,  as  provided  in
          Paragraph (b) of Subsection 2.2);

               (iii)  If  this  Warrant  is not  registered  in the  name of the
          Purchaser, an Assignment or Assignments  substantially in the form set
          forth as Exhibit II hereto,  evidencing the assignment of this Warrant
          to the Purchaser; and

               (iv) If the Purchaser has elected not to make a Cashless Exercise
          as provided in Paragraph  (b) of this  Subsection  2.2, a certified or
          bank  check or other  certified  funds  payable  to the  Company in an
          amount equal to the product of the Exercise  Price  multiplied  by the
          number of Stock being purchased upon such exercise.

          (b)  Certificates  for Stock  purchased  upon exercise of this Warrant
     shall be delivered by the Company to the Purchaser within five (5) business
     days after the Exercise Date. However, if the Purchaser has elected to make
     a  "Cashless  Exercise"  as herein  described,  the Company  shall  deliver
     certificates for the number of shares that results from  subtracting,  from
     the total number of Stock otherwise  deliverable upon exercise,  the number
     of Stock whose value,  calculated  using the Market Price,  is equal to the
     value of the payment  otherwise  required for exercise by Paragraph (a)(iv)
     of this  Subsection  2.2.  Unless  this  Warrant  has expired or all of the
     purchase rights represented hereby have been exercised,  the Company shall,
     in  addition  to  certificates  for Stock,  prepare  upon  exercise of this
     Warrant, a new Warrant representing the rights formerly represented by this
     Warrant that have not expired or been exercised.  The Company shall, within
     five (5) business days after the Exercise Date, deliver such new Warrant to
     the Persons designated for delivery in the Exercise Agreement.

          (c) Except as otherwise  required or permitted by the exercise of this
     Warrant under the provisions of Paragraph (b) of this  Subsection  2.2, the
     Stock  issuable  upon the exercise of this Warrant  shall be deemed to have
     been issued to the Purchaser on the

                                       -4-
<PAGE>
     Exercise Date,  and the Purchaser  shall be deemed for all purposes to have
     become the record holder of such Stock on the Exercise Date.

          (d) The  issuance  of  certificates  for Stock upon  exercise  of this
     Warrant  shall be made  without  charge  to the  Registered  Holder  or the
     Purchaser  for any  issuance  tax in  respect  thereof  or any  other  cost
     incurred by the Company in  connection  with such  exercise and the related
     issuance of Stock.

          (e) The  Company  shall not close its books for the  transfer  of this
     Warrant  or of any Stock in any  manner  that  interferes  with the  timely
     exercise of this Warrant. The Company shall from time to time take all such
     action as may be  necessary  to assure  that the par value per share of the
     unissued  Stock is at all times  equal to or less than the  Exercise  Price
     then in effect.

     2.3 Exercise  Agreement.  The Exercise  Agreement shall be substantially in
the form set forth as Exhibit I hereto, except that if Stock is not to be issued
in the name of the  Registered  Holder of this Warrant,  the Exercise  Agreement
shall also state the name of the  Persons to whom Stock is to be issued,  and if
the number of Stock  purchased  does not include  all of such Stock  purchasable
hereunder,  it shall also state the name of the Persons to whom new Warrants for
the  unexercised  portion  of the  rights  hereunder  are to be  delivered.  Any
transfer of Stock to a person other than a prior  Registered  Holder shall occur
only in compliance with the provisions  regarding  transfer contained in Section
12 of this Warrant.

     2.4 Fractional Portions of Stock. If a fractional portion of Stock would be
issuable upon exercise of the rights  represented  by this Warrant,  the Company
shall,  within three (3) business days after the Exercise  Date,  deliver to the
Purchaser a check payable to the Purchaser,  in lieu of such fractional  portion
of Stock, in an amount equal to the Market Price of such  fractional  portion of
Stock as of the close of business on the Exercise Date.

                                    SECTION 3
                                 EXERCISE PRICE

     3.1 General.

          (a) The  initial  Exercise  Price of this  Warrant is set forth on the
     front  page of this  Warrant.  In order to prevent  dilution  of the rights
     granted under this Warrant under the  circumstances  set forth herein,  the
     Exercise Price shall be subject to adjustment from time to time pursuant to
     this Section 3.

          (b) If and whenever the Company issues or sells, or in accordance with
     Subsection  3.3 is deemed to have issued or sold,  any shares of its Common
     Stock for a  consideration  per share less than the Market  Price in effect
     immediately prior to the time of such issuance or sale (except as otherwise
     provided by Subsection 3.2), then immediately


                                       -5-
<PAGE>
     upon each such issuance or sale,  the Exercise  Price shall be reduced to a
     price  determined by multiplying  the Exercise Price in effect  immediately
     prior to the issuance or sale by a fraction,  the  numerator of which shall
     be the sum of (i) the number of shares of Common Stock actually outstanding
     prior to the  issuance  or sale,  and (ii) the  number  of shares of Common
     Stock that the minimum aggregate amount receivable by the Company upon such
     issuance or sale on that occasion  would  purchase at the initial  Exercise
     Price, and the denominator of which shall be the number of shares of Common
     Stock  actually  outstanding  and Common  Stock  Deemed  Outstanding  under
     Subsection 3.3 immediately after such issuance or sale.

     3.2 No Adjustments  in Certain  Cases.  No adjustment to the Exercise Price
under Paragraph (b) of Subsection 3.1 or under  Subsection 3.3, or to the number
of shares issuable upon exercise of this Warrant under Section 4 shall be made:

          (a) for the existence of, and any exercise, conversion or issuance of,
     any Common Stock or other  security of the Company  under (i) the Warrants;
     (ii) any option,  warrant,  or other right to purchase Common Stock that is
     outstanding  on the  Agreement  Date,  (iii) any  option  issued  under the
     Company's 1992 Stock Option Plan, as in effect on the Agreement  Date, (iv)
     any  option  or  contract  right  issued  as  compensation  to an  officer,
     director,  employee or  consultant  of the  Company,  whether or not issued
     pursuant to the 1992 Stock  Option Plan;  (v) the Series A Preferred  Stock
     and the issuance of Common Stock as  dividends or upon  conversion  of, the
     Series A Preferred Stock; (vi) the Six Percent  Convertible  Debentures and
     the issuance of Common Stock as interest on, or upon conversion of, the Six
     Percent Convertible Debentures;  or (vii) upon the issuance of Common Stock
     or other  Convertible  Securities as a result of the exercise or conversion
     of any  option or warrant  or other  right of the Holder to acquire  Common
     Stock of Convertible  Securities of the Company,  whether outstanding as of
     the Agreement Date or issued at any time subsequent to the Agreement date.

          (b) upon the issuance of Common Stock upon  exercise or  conversion of
     any option,  warrant or other  right or  Convertible  Securities  for which
     adjustments  have  previously  been  made  upon  issuance  of such  option,
     warrant, right or Convertible Securities.

     3.3 Effect on Exercise Price of Certain Events. For purposes of determining
the adjusted Exercise Price under Subsection 3.1 above, the following provisions
shall be applicable:

          (a)  Issuance  of Rights  and  Options.  If the  Company in any manner
     grants any rights or options to subscribe  for or to purchase  Common Stock
     or any  stock or other  securities  convertible  into or  exchangeable  for
     Common Stock (such rights or options being herein called "Options" and such
     convertible  or  exchangeable  stock  or  securities  being  herein  called
     "Convertible Securities") and the price per share for which Common Stock is
     issuable  upon the exercise of such Options or upon  conversion or exchange
     of such Convertible

                                       -6-
<PAGE>
     Securities is less than the Market Price in effect immediately prior to the
     time of the  granting of such  Options,  then the total  maximum  number of
     shares of Common Stock  issuable  upon the exercise of such Options or upon
     conversion  or exchange  of the total  maximum  amount of such  Convertible
     Securities  shall be deemed to be  outstanding  and to have been issued and
     sold by the  Company  for  such  price  per  share.  For  purposes  of this
     paragraph,  the "price per share for which  Common  Stock is issuable  upon
     exercise of such Options or upon conversion or exchange of such Convertible
     Securities"  shall be determined by dividing (i) the total amount,  if any,
     received by the Company as  consideration  for the granting of such Options
     plus the minimum  aggregate amount of additional  consideration  payable to
     the Company upon  exercise of all such Options plus, in the case of Options
     that relate to the Convertible Securities,  the minimum aggregate amount of
     additional  consideration,   if  any,  payable  to  the  Company  upon  the
     conversion or exchange of such  Convertible  Securities,  by (ii) the total
     maximum number of shares of Common Stock issuable upon the exercise of such
     Options and upon the conversion or exchange of all  Convertible  Securities
     issuable upon the exercise of such Options.

          (b) Issuance of Convertible  Securities.  If the Company in any manner
     issues or sells  any  Convertible  Securities,  and the price per share for
     which  Common  Stock  is  issuable  upon  conversion  or  exchange  or such
     Convertible  Securities is less than the Market Price in effect immediately
     prior to the time of such  issuance  or sale,  then the  maximum  number of
     shares of Common Stock  issuable  upon  conversion  or exchange of all such
     Convertible  Securities  shall be deemed to be outstanding and to have been
     issued and sold by the  Company for such price per share.  For  purposes of
     this  paragraph,  the "price per share for which  Common  Stock is issuable
     upon such  conversion or exchange"  shall be determined by dividing (i) the
     total amount received by the Company as  consideration  for the issuance or
     sale of such Convertible  Securities,  plus the minimum aggregate amount of
     additional  consideration,   if  any,  payable  to  the  Company  upon  the
     conversion or exchange thereof,  by (ii) the total maximum number of shares
     of Common  Stock  issuable  upon the  conversion  or  exchange  of all such
     Convertible Securities.

          (c) Change in Option Price and  Conversion  Rate.  If any change shall
     occur in the price per share provided for in any of the options,  rights or
     warrants  referred to in Paragraph  (a) of this  Subsection  3.3, or in the
     price  per  share  at  which  the  Convertible  Securities  referred  to in
     Paragraph (b) of this Subsection 3.3 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  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 Securities.

                                       -7-
<PAGE>
          (d)  Calculation  of  Consideration  Received.  If any  Common  Stock,
     Options,  or  Convertible  Securities  are issued or sold or deemed to have
     been issued or sold or consideration that includes  unrestricted cash, then
     the amount of cash consideration  actually received by the Company shall be
     deemed  to be the full  monetary  value of the  unrestricted  cash  portion
     thereof. If any Common Stock, Options or Convertible  Securities are issued
     or sold or deemed to have been issued or sold for a  consideration  part or
     all of  which is other  than  unrestricted  cash,  then the  amount  of the
     consideration other than unrestricted cash received by the Company shall be
     deemed to be the Fair Value of such consideration.

          (e)  Integrated  Transactions.  If any Option is issued in  connection
     with the  issuance or sale of other  securities  of the  Company,  together
     compromising one integrated  transaction in which no specific consideration
     is  allocated  to such Option by the parties  thereto,  the Option shall be
     deemed to have been issued without consideration.

          (f)  Treasury  Shares.  The  number of shares of Common  Stock  Deemed
     Outstanding  at any given time shall not include shares owned or held by or
     for the account of the Company,  and the disposition of any shares so owned
     or held shall be considered an issuance or sale of Common Stock.

          (g) Readjustment Upon Expiration of Options or Convertible Securities.
     Upon the expiration of any of the options,  warrants or rights  referred to
     in Paragraph  (a) of this  Subsection  3.3, or the  Convertible  Securities
     referred to in  Paragraph  (b) of this  Subsection  3.3,  if such  options,
     warrants,  rights or Convertible  Securities 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  Securities have
     been  converted or  exchanged,  as the case may be, at a level at which the
     Exercise  Price 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  of  such
     Convertible  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  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 Securities, or (B) if none
     of such options, warrants or rights have been exercised or such Convertible
     Securities have been converted or exchanged, as the case may be, at a level
     at which the Exercise Price 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 Securities.

                                       -8-
<PAGE>
     3.4 Subdivision and Combination of Common Stock;  Stock  Dividends.  If the
Company  shall at any time after the date  hereof (a) issue any shares of Common
Stock or  Convertible  Securities,  or any rights to  purchase  Common  Stock or
Convertible  Securities as a dividend upon Common Stock, (b) issue any shares of
Common  Stock  in  subdivision   of  outstanding   shares  of  Common  Stock  by
reclassification, stock split or otherwise, or (c) combine outstanding shares of
Common Stock by  reclassification,  reverse stock split or  otherwise,  then the
Exercise  Price  that  would  apply if  purchase  rights  hereunder  were  being
exercised  immediately  prior to such action by the Company shall be adjusted by
multiplying  it by a  fraction,  the  numerator  of which shall be the number of
shares of Common Stock Deemed  Outstanding  immediately  prior to such dividend,
subdivision or combination  and the  denominator of which shall be the number of
shares of Common  Stock  Deemed  Outstanding  immediately  after such  dividend,
subdivision or combination.

     3.5 Certain  Dividends  and  Distributions.  If the Company shall declare a
dividend or  distribution  upon the Common Stock payable  otherwise  than out of
earnings  or earned  surplus  and  otherwise  than in Common  Stock,  Options or
Convertible Securities,  the Exercise Price shall be reduced by an amount equal,
in the case of a dividend or distribution in cash, to the amount thereof payable
per  share  of the  Common  Stock  or,  in the  case of any  other  dividend  or
distribution,  to the Fair Value of such dividend or  distribution  per share of
Common Stock.  For purposes of the foregoing,  a dividend or distribution  other
than in cash shall be considered  payable out of earnings or earned surplus only
to the extent that such  earnings or earned  surplus are charged an amount equal
to the Fair Value of such dividend or  distribution.  Such reductions shall take
effect as of the date on which a record is taken for the purpose of such divided
or distribution,  or, if a record is not taken, the date as of which the holders
of Common Stock of record  entitled to such dividend or  distribution  are to be
determined.  The adjustment called for by this Subsection 3.5 shall not apply to
dividends  payable  on the  preferred  stock  issuable  upon  conversion  of the
Debentures.

     3.6  Manner of  Calculating  Adjustments;  No De Minimis  Adjustments.  The
calculation  of each  adjustment of the Exercise Price shall be made accurate to
the nearest ten-  thousandth.  No adjustment of the Exercise Price shall be made
if the amount of such adjustment  would be less than one cent per share. In such
case any adjustment that otherwise would be required to be made shall be carried
forward  and  shall be made at the time and  together  with the next  subsequent
adjustment that, together with any adjustment or adjustments so carried forward,
shall amount to not less than one cent per share.

                                    SECTION 4
              ADJUSTMENT OF NUMBER OF STOCK ISSUABLE UPON EXERCISE

     Upon each reduction of the Exercise Price pursuant to Section 3 hereof, the
Registered Holder shall thereafter (until another such reduction) be entitled to
purchase, at the Exercise Price in effect on the date purchase rights under this
Warrant are  exercised,  the number of Stock,  calculated  to the nearest  whole
number of Stock, determined by (a)

                                       -9-
<PAGE>
multiplying the number of Stock purchasable  hereunder  immediately prior to the
reduction of the  Exercise  Price by the  Exercise  Price in effect  immediately
prior to such  reduction,  and (b)  dividing  the  product  so  obtained  by the
Exercise Price in effect on the date of such exercise.

                                    SECTION 5
                   EFFECT OF REORGANIZATION, RECLASSIFICATION,
                CONSOLIDATION, MERGER, SALE OR OTHER DISPOSITION

         If at any time while this  Warrant is  outstanding  there  shall be any
reorganization  or  reclassification  of the capital stock of the Company (other
than a subdivision  or  combination  of shares  provided for in  Subsection  3.4
hereof),  any  consideration  or merger of the Company with another  corporation
(other  than a  consolidation  or merger in which the  Company is the  surviving
entity and which does not result in any change in the Common Stock), or any sale
or other disposition by the Company of all or substantially all of its assets to
any other corporation, then the Registered Holder shall thereafter upon exercise
of this  Warrant be  entitled  to  receive  the Stock and other  securities  and
property  of  the  Company,  or of  the  successor  corporation  resulting  from
consolidation or merger,  as the case may be, to which Purchasers of Stock would
have been  entitled  upon such  reorganization,  reclas-  sification  of capital
stock, consolidation, merger, sale or other disposition if this Warrant has been
exercised   immediately   prior   to  such   reorganization,   reclassification,
consolidation,  merger, sale or other disposition. In any such case, appropriate
adjustment  (as  determined  in good  faith  by the  Board of  Directors  of the
Company)  shall be made in the  application  of the provisions set forth in this
Warrant with respect to the rights and interests  thereafter  of the  Registered
Holder to the end that the provisions set forth in this Warrant shall thereafter
be  applicable,  as near as reasonably may be, in relation to any Stock or other
securities or property  thereafter  deliverable  upon the exercise  hereof as if
this  Warrant  had been  exercised  immediately  prior  to such  reorganization,
reclassification  of  capital  stock,  consolidation,   merger,  sale  or  other
disposition  and the  Registered  Holder hereof had carried out the terms of the
exchange as provided  for by such  reorganization,  reclassification  of capital
stock,  consolidation,  merger,  sale  or  other  disposition.  If in  any  such
reorganization,  reclassification of capital stock, consolidation,  merger, sale
or other  disposition,  additional  shares  of Common  Stock  shall be issued in
exchange, conversion,  substitution or payment, in whole or in part, for or of a
security of the Company  other than Common Stock  deliverable  from  exercise of
this  Warrant,  any such  issue  shall be  treated  as an issue of Common  Stock
covered by the  provisions  of  Section 3, with the amount of the  consideration
received  upon  the  issue  thereof  being  determined  under  Paragraph  (e) of
Subsection   3.3.  The  Company  shall  not  effect  any  such   reorganization,
reclassification  of  capital  stock,  consolidation,   merger,  sale  or  other
disposition  unless,  upon or prior to the consummation  thereof,  the successor
corporation shall assume by written  instrument the obligation to deliver to the
Registered Holder such shares of stock or other securities,  cash or property as
such  Registered  Holder shall be entitled to purchase in  accordance  with this
Warrant's provisions.

                                      -10-
<PAGE>
                                    SECTION 6
                              NOTICE OF ADJUSTMENT

         Immediately  upon any  adjustment  of the Exercise  Price,  the Company
shall  send  written  notice  thereof to all  Registered  Holders,  stating  the
adjusted  Exercise  Price and the number of Stock  purchasable  upon exercise of
this Warrant and setting  forth in reasonable  detail the method of  calculation
for such  adjustment.  When possible,  such notice shall be given in advance and
included as part of any notice required to be given pursuant to Section 7 below.

                                    SECTION 7
                         PRIOR NOTICE OF CERTAIN EVENTS

         If at any time:

                    (a) The Company shall pay any dividend payable in stock upon
its Common Stock or make any  distribution  (other than cash  dividends)  to the
holders of its Common Stock of record;

                    (b) The Company shall offer for subscription pro rata to the
holders of its  Common  Stock of record  any  additional  shares of stock of any
class or any other rights;

                    (c) There shall be any reorganization or reclassification of
the capital  stock of the Company,  any  consolidation  or merger of the Company
with another corporation, or a sale or other disposition of all or substantially
all its assets; or

                    (d) There shall be a voluntary or  involuntary  dissolution,
liquidation or winding up of the Company;

then,  in each such case,  and to the extent that the Company can  reasonably do
so, the  Company  shall give prior  written  notice of the date on which (i) the
books of the  Company  shall  close or a record  shall be taken  for such  stock
dividend,   distribution,   subscription   or   other   rights   or  (ii)   such
reorganization,   reclassification,   consolidation,   merger,   sale  or  other
disposition,  dissolution,  liquidation,  winding up or filing of a registration
statement shall take place, as the case may be. A copy of each such notice shall
be sent  simultaneously  to each transfer  agent of the Company's  Common Stock.
Such notice  shall also specify the date as of which the holders of Common Stock
of  record  shall  participate  in said  dividend,  distribution,  subscription,
registration or other rights or shall be entitled to exchange their Common Stock
for  securities  or  other  property  deliverable  upon  such  reclassification,
consolidation,  merger,  sale or other  disposition,  dissolution,  liquidation,
winding  up or  filing,  as the case may be,  and in any  case  contemplated  by
Paragraph (d) of Subsection 3.3, shall include the Company's  calculation of the
Fair Value of the consideration  whose Fair Value requires  determination.  Such
written notice shall be given at least thirty (30) days prior to

                                      -11-
<PAGE>
the record date or the  effective or filing date,  whichever is earlier,  of the
subject  action or other  event.  The  failure  by the  Company to give any such
notice shall not serve to invalidate any action  otherwise  validly taken by the
Company.

                                    SECTION 8
                           RESERVATION OF COMMON STOCK

         The Company shall at all times  thereafter  reserve and keep  available
for issuance upon the exercise of the Warrants such number of its authorized but
unissued  shares of Common Stock as will be sufficient to permit the exercise in
full of all outstanding  Warrants,  and upon such issuance such shares of Common
Stock will be validly issued, fully paid and nonassessable.

                                    SECTION 9
                       NO SHAREHOLDER RIGHTS OR OBLIGATION

         This  Warrant  shall not  entitle the  Registered  Holder to any voting
rights or other rights as a  shareholder  of the  Company.  No provision of this
Warrant,  in the  absence  of  affirmative  action by the  Registered  Holder to
purchase  Stock,  and no enumeration in this Warrant of the rights or privileges
of the Registered  Holder,  shall give rise to any obligation of such Registered
Holder for the payment of the  Exercise  Price of Stock  acquirable  by exercise
hereof (in absence of such actual exercise) or as a shareholder of the Company.

                                   SECTION 10
                    EXCHANGEABLE FOR DIFFERENT DENOMINATIONS

         This  Warrant  is  exchangeable,  upon  the  surrender  hereof  by  the
Registered  Holder at the principal  office of the Company,  for new Warrants of
like tenor  representing in the aggregate the purchase rights hereunder,  as set
forth on the front page  hereof,  and each of such new Warrants  will  represent
such portion of such rights as is  designated  by the  Registered  Holder at the
time of such  surrender.  The date the Company  initially  issued this  Warrant,
which is set forth on the front page hereof,  shall be deemed to be the "Date of
Issuance" of this Warrant and any Warrant  exchanged or  substituted  therefore,
regardless  of the dates on which new Warrants  representing  the  unexpired and
unexercised rights formerly represented by this Warrant are issued.

                                   SECTION 11
                                 TRANSFERABILITY

         Subject only to the transfer conditions referred to in this Section 11,
this Warrant and all rights  hereunder  are  transferable,  in whole or in part,
without  restriction and without charge to the Registered Holder, upon surrender
of this Warrant with a properly executed  Assignment  (substantially in the form
of Exhibit II hereto) at the principal office of the


                                      -12-
<PAGE>
Company.  This  Warrant  and the Stock  issued upon  exercise  hereof may not be
offered,  sold  or  transferred  except  in  compliance  with  the  Act  and any
applicable  state securities laws, and then only against receipt of an agreement
of the Person to whom such offer or sale is made to comply  with the  provisions
of this  Section  11 with  respect to any  resale or other  disposition  of such
securities;  provided,  that no such agreement shall be required from any Person
purchasing  this  Warrant  or any Stock  pursuant  to a  registration  statement
effective  under  the Act.  The  Registered  Holder  agrees  that,  prior to the
disposition of any Stock  purchased on the exercise  hereof under  circumstances
that might  require  registration  of such Stock  under the Act,  or any similar
statute then in effect,  the Registered  Holder shall give written notice to the
Company,  expressing  its  intention  as to such  disposition.  Within three (3)
business  days after  receiving  such notice,  the Company  shall present a copy
thereof to its  securities  counsel.  If, in the opinion of such counsel,  which
shall be rendered within five (5) business days after receiving such notice,  or
in the opinion of the  Registered  Holder's own counsel  (which shall be in form
and from such counsel as shall be reasonably  satisfactory to the Company),  the
proposed  disposition does not require registration of such Stock under the Act,
or any  similar  statute  then in  effect,  the  Company  shall,  within two (2)
business days of the rendering of such opinion,  notify the Registered Holder of
such opinion,  whereupon the  Registered  Holder shall be entitled to dispose of
such  Stock  in  accordance  with  the  terms  of the  notice  delivered  by the
Registered  Holder to the Company.  The above agreement by the Registered Holder
shall not be deemed to limit or restrict  in any respect the  exercise of rights
set forth in Section 12 hereof.

                                   SECTION 12
                             NO REGISTRATION RIGHTS

         Neither  this  Warrant  nor the shares of Common  Stock  issuable  upon
exercise of this Warrant (the "Shares") are granted with any rights to have such
securities  registered under the Securities Act of 1933 (the "Act") or any state
or foreign  securities  laws.  Purchaser  understands  and agrees  that the most
likely  method  of  disposing  of the  Shares  will  be  pursuant  to  Rule  144
promulgated by the United States  Securities and Exchange  Commission  under the
Act, and that certain  conditions must be met, and the  requirements of Rule 144
followed  (including  a holding  period for the Shares of at least one year from
the date of  purchase),  in order for Rule 144 to be available  for sales of the
Shares.  The  Company  has  given  Purchaser  no  assurances,   undertakings  or
guarantees as to the availability of Rule 144 (or any other method) for sales of
the Shares. If Rule 144 or some other disposition method permitted under the Act
and  relevant  state  securities  laws are not  available to permit sales of the
Shares, then the Shares may be totally illiquid and Purchaser may not be able to
dispose of the Shares when desired, if at all. Purchaser  understands and agrees
to assume this risk.

                                      -13-
<PAGE>
                                   SECTION 13
                                  MISCELLANEOUS

         14.1 Original  Issue Taxes.  The Company  shall pay all United  States,
state and  local  (but not  foreign)  original  issue  taxes,  if any,  upon the
issuance of this Warrant or the Stock deliverable upon exercise hereof.

         14.2 Amendment and Waiver.  Except as otherwise  provided  herein,  the
provisions of the Warrants may be amended,  and the Company make take any action
herein  prohibited or omit to perform any act herein required to be performed by
it, only if the  Company has  obtained  the  written  consent of the  Registered
Holders of  Warrants  representing  at least  fifty  percent  (50%) of the Stock
obtainable  upon the  exercise of the Warrants  outstanding  at the time of such
consent.

         14.3 Notices.  Any notices  required to be sent to a Registered  Holder
shall be delivered to the address of such  Registered  Holder shown on the books
of the Company.  All notices  referred to herein shall be delivered in person or
sent by registered or certified mail,  postage  prepaid,  and shall be deemed to
have been  given  when so  delivered  in person,  or on the third  business  day
following  the date so sent by mail.  Whether or not  Purchaser  or an affiliate
thereof  shall then be a  Registered  Holder,  a copy of any notice  sent to any
Registered  Holder  shall  be  sent  to in the  manner  provided  above,  at the
following addresses:

                           ===========================
                           ===========================

                           Attn:  ____________________

         Any notices  required  to be sent to the  Company  shall be sent by the
same means as notices to be sent to the  Registered  Holders,  at the  following
address:

                           U.S. Wireless Data, Inc.
                           2200 Powell Street
                           Suite 800
                           Emeryville, California  94608
                           Attention:  Chief Financial Officer

         14.4 Attorney's Fees; Costs. In any litigation  between the Company and
Registered  Holders  or  former  Registered   Holders,   including  actions  for
enforcement or interpretation, arising out of this Warrant, the prevailing party
shall be entitled to recover reasonable attorney's fees, costs and expenses.

                                      -14-
<PAGE>
         14.5 Descriptive  Headings;  Governing Law. The descriptive headings of
the  sections,  subsections  and  paragraphs  of this  Warrant are  inserted for
convenience only and do not constitute a part of this Warrant. The construction,
validity and interpretation of this Warrant shall be governed by the laws of the
State of Colorado,  without  giving  effect to choice of law or conflict of laws
principals, and the venue shall be Denver, Colorado.

         IN WITNESS WHEREOF,  the Company has caused this Warrant to be executed
and attested by its duly authorized officers under its corporate seal.

                                             U.S. WIRELESS DATA, INC.,
                                             a Colorado corporation


                                             By: __________________________ 
                                                 Roger L. Peirce
                                                 Chief Executive Officer


[Corporate Seal]

Attest:



Robert E. Robichaud
Corporate Secretary


WARR\102665.1\7964.0200

                                                       -15-

<PAGE>



                                    EXHIBIT I

                               EXERCISE AGREEMENT

To:                                                  Dated:

         THE UNDERSIGNED Registered Holder, pursuant to the provisions set forth
by the within  Warrant,  hereby  subscribes for and purchases  _________________
shares of Stock covered by such Warrant and herewith elects to make:

     ( ) a Cashless Exercise at the Exercise Price provided by such Warrant.

     ( ) full cash payment of $ _______________  for such shares at the Exercise
Price provided by such Warrant.

                                        ______________________________
                                        (Signature)

                                        ______________________________
                                        (Print or type name)

                                        ______________________________

                                        ______________________________
                                        (Address)


         NOTICE:  The signature on this Exercise  Agreement must correspond with
the name as written upon the face of the within Warrant,  or upon the Assignment
thereof if applicable, in every particular, without alteration,  enlargement, or
any change whatsoever,  and must be Medallion guaranteed by a bank (other than a
savings  bank),  or  by  a  firm  having  membership  on a  registered  national
securities exchange.

                               SIGNATURE GUARANTEE


Authorized Signature:__________________________________________________

Name of Bank or Firm: _________________________________________________   

Dated: ________________________________________________________________ 

<PAGE>


                                   EXHIBIT II

                                   ASSIGNMENT

     FOR VALUE RECEIVED,  ________________________  , the undersigned Registered
Holder hereby sells,  assigns,  and transfers all the rights of the  undersigned
under  the  within  Warrant  No.  ___________  with  respect  to the  number  of
Securities covered thereby set forth below, unto the Assignee  identified below,
and does hereby irrevocably constitute and appoint _____________________________
__________________________________________________  to effect  such  transfer of
rights on the books of the Company, with full power of substitution:


                                                No. of Shares
Name of Assignee        Address of Assignee       of Stock      No. of Warrants
----------------        -------------------       --------      ---------------





Dated:                                      ___________________________________
                                           (Signature of Registered Holder)

                                            ___________________________________
                                           (Print or type name)



         NOTICE:  The signature on this Assignment must correspond with the name
as written upon the face of the within  Warrant,  in every  particular,  without
alteration,  enlargement,  or any  change  whatsoever,  and  must  be  Medallion
guaranteed by a bank (other than a savings bank), or by a firm having membership
on a registered national securities.


                               SIGNATURE GUARANTEE


Authorized Signature:__________________________________________________

Name of Bank or Firm: _________________________________________________   

Dated: ________________________________________________________________