U.S. WIRELESS DATA(R) INC.

                            STOCK OPTION CERTIFICATE

                             1992 STOCK OPTION PLAN


     U.S. Wireless Data, Inc., a Colorado corporation ("Company"),  for good and
valuable consideration,  including the incentive to the Optionee to remain as an
employee of the Company as a result of ownership  or increased  ownership of the
Company's  no  par  value  common  stock  ("Common  Stock"),   the  receipt  and
sufficiency of which consideration hereby is acknowledged, irrevocably grants to
the Optionee the option ("Option") to purchase the following number of shares of
Common Stock:

Optionee                            Number of Shares

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

The  effective  date of this  grant is  _____________  ("Date of  Grant)  and is
subject to (i) the terms and  conditions of the Company's 1992 Stock Option Plan
("Plan"),  (ii) the rules and  regulations  for the  administration  of the Plan
which  may be  adopted  from  time to time and  (iii)  the  following  terms and
conditions:

1.   Exercise Price. The purchase price ("Exercise  Price") for shares of Common
     Stock purchased pursuant to this Option shall be the "fair market value" on
     the day of the grant, which is $______ per share, and shall be paid in full
     in cash at the time of exercise,  provided that the Committee administering
     the Plan may in its sole  discretion  permit payment to be made with shares
     of the  Company's  Common Stock owned by Optionee.  Optionee  shall have no
     rights with respect to dividends or have any other rights as a  shareholder
     with  respect to shares  subject to this Option  until  Optionee  has given
     written  notice of the exercise of the Option and has paid in full for such
     shares.

2.   Time of  Exercise.  This  Option may be  exercised  as to ___ of the totoal
     shares  covered  by this  Option  on the Date of  Grant,  and ___ per month
     thereafter, until fully vested, so long as the Optionee remains employed by
     the Company. This Option shall terminate 10 years from the Date of Grant of
     this Option,  or three months after the  termination of employment with the
     Company,  whichever is shorter.  The period of time during which the Option
     may be exercised is referred to herin as the "Option Period."



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3.   Number of Shares.  This Option  shall be  exercised  only for 100 shares of
     Common  Stock or a multiple  thereof  or for the full  number of shares for
     which the Option is then exercised.

4.   Representation  as  to  Stock  Ownership.   Optionee  does  not  own  stock
     possessing more that 10% of the total combined voting power or value of all
     classes of stock of the Company outstanding ("10% Ownership").  If Optionee
     has more that 10% Ownership, the purchase price of the shares upon exercise
     of the Option will be adjusted to reflect an exercise  price of 110% of the
     fair market  value of Common  Stock at the close of business as of the date
     of the grant of the  opton  represented  by this  Option  Certificate.  For
     purposes of calculating  such stock ownership by Optionee,  the attribution
     rules of stock  ownership  set  forth in  Section  425 (d) of the  Internal
     Revenue Code of 1954, as amended, ("Code") shall apply.

5.   Limitations  on Exercise of Option.  If the aggregate  fair market value of
     the shares  subject to this Option and all other options  granted under the
     1992 Stock Option Plan ("Plan") and any other  incentive stock option plans
     ("other  plans") of the Company which are exercisable for the first time by
     Optionee during any calendar year,  exceeds $100,000,  the exercise of this
     Option is subject to the following limitation: The fair value of the shares
     which first become  exercisable  under this and all other  incentive  stock
     options of Optionee during any one calendar shall not exceed $100,000.  Any
     portion of this Option which does not become in any year in order to effect
     the  foregoing  limitation  shall become  exercisable  on the earliest date
     therafter  as shall be  available  consistent  with the Plan and all  other
     stock options then heldby Optionee. For purposes of tis Section 5, the fair
     market  value of the  shares  subject  to the Plan or any  other  plan with
     respect to options  granted  after 1986 shall be  determined as of the date
     such options are granted.

6.   Death of Optionee.  If Optionee  dies during  Optionee's  employment by the
     Company,  this  Option  shall  be  exercisable  only  as  to  that  portion
     exercisable  as of the  date of  death  and  only  within  one  year  after
     Optonee's death or the last day of the Option Period, whichever is earlier,
     by the personal representative or administrator of Optionee's estate, or by
     any trustee,  heir,  legatee or beneficiary to whom Optionee's rights under
     this Option shall pass by will or the laws of descent and  distribuition to
     the extent that  Optionee was entitled to exercise  this Optoin at the time
     of Optionee's death.

7.   Retirement  of  Optionee.   If  Optionee's   employment  with  the  Company
     terminates by reason of retirement,  the Option shall be  exercisable  only
     within three months after the date of such terminsation, but not later than
     the last day of the Option  Period and then only to the extent to which the
     Option was  exercisable  at the time of such  termination  of employment by
     retirement. However, if Optionee dies within three months after termination
     by retirement,  the Option, to the extent it was exercisable at the time of
     Optionee's  death,  shall  thereafter be exercisable for one year after the
     date of  Optionee's  death,  but not later  than the last day of the Option
     Period.



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<PAGE>

8.   Disability  of  Optionee.  If  Optionee  becomes  permanently  and  totally
     disabled,  and at the  time of such  disability  Optionee  is  entitled  to
     exercise one or more  installments  under this Option,  Optionee shall have
     the right to  exercise  this Option  within one year after such  disability
     provided  Optionee  exercises this Option within the Option Period and then
     only to the extent to which this Option was exercisable at the time of such
     disability.  For purposes of this Section 8 an Optionee shall be considered
     to be totally and  permanently  disabled if a qualified  medical  physician
     approved by the Company  certifies  to the  Company  that such  Optionee is
     unable to be gainfully employed by the Compant by reason of a diagnosed and
     determinable  physical or mental impairment which can be expected to result
     in death or has lasted and can be expected to last for a continuous  period
     of not less than 12 months.

9.   Termination of Employment.  If Optionee's  employment is terminated for any
     reason other than death,  disability  or  retirement,  any option which was
     exercisable at the time of termination  shall  terminate three months after
     the date upon which Optionee's employment terminates.

10.  Nontransferability  of  Option.  This  Option  may  not be  transferred  by
     Optionee  otherwise  than by will or the laws of descent and  distribution.
     During  Optionee's  lifetime,  this  Option  shall be  exercisable  only by
     Optionee.

11.  Leave of Absence. For purposes of this Option, (i) a leave of absence, duly
     authorized in writing by the Company, for military service or sickness,  or
     for any other purpose approved by the Company,  if the period of such leave
     does not exceed 90 days,  and (ii) a leave of absence in excess of 90 days,
     duly  authorized in writing by the company,  provided  Optionee's  right to
     reemployment  is guaranteed  either by satute or by contract,  shall not be
     deemed a termination of employment.

12.  Changes in Capital.  If the outstanding Comon Stock of the Company which is
     subject  to this  Option  shall  at any time be  changed  or  exchanged  by
     declaration of a stock  dividend,  split-up,  subdivision or combination of
     shares,   recapitalization,   merger,   consolidation  or  other  corporate
     reorganization  in which the  Company  is the  surviving  corporation,  the
     number and kind of shares  subject to the Option and Option  Price shall be
     appropriately  and equitably  adjusted so as to maintain the  proportionate
     number of shares without  changing the aggregate option price. In the event
     of a dissolution or liquidation of the Company, or a merger, consolidation,
     sale  of  all  or  substantially  all of its  assets,  or  other  corporate
     reorganization in which the Company is not the surviving corporation, or in
     which the Company is the surviving  corporation but holders of Common Stock
     receive securities of another  corporation,  this Option shall terminate as
     of the effective  date of such event,  provided that  immediately  prior to
     such event,  Optionee shall have the right to exercise this Option in whole
     or in part.



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<PAGE>


13.  Manner of Exercise.  Subject to the terms and conditions  contained  herein
     and in the Plan,  this Option may be  exercised  in whole or in part at any
     time and from time to time  within the  Option  Period by the  delivery  of
     written  notice to any  officer  or  director  of the  Company  other  that
     Optionee,  together with full payment, in cash or with the Company's Common
     Stock if authorized by the Committee  administering the Plan for the number
     of shares  purchased.  The notice (i) shall state the  election to exercise
     the  Option,  (ii) shall state the number of shares in respect to which the
     Option is being exercised, (iii) shall state Optionee's address, (iv) shall
     state   Optionee's   social  security   number,   (v)  shall  contain  such
     representations and agreements concerning Optionee's investment intent with
     respect  to such  shares of Common  Stock as shall be  satisfactory  to the
     Company's  counsel,  and (vi)  shall be  signed by  Optionee.  As a further
     condition to the exercise of this Option,  the Company may require Optionee
     to make any  representation  and warranty to the Company as may be required
     by any applicable law or regulation.

14.  Amendment and Administration.  The Compensation  Committee of the company's
     Board of Directors  shall have the authority,  consistent with the Plan, to
     interpret the Plan and this Option,  to adopt,  amend and rescind rules and
     regulations  for the  administration  of the  Plan  and  this  Option,  and
     generally to conduct and administer the Plan and to make all determinations
     in connection  therewith which may be necessary or advisable,  and all such
     actions of the Compensation committee shall be final and conclusive for all
     purposes and binding upon Optionee.

15.  Miscellaneous.  This  Option  shall  inure to the benefit of and be binding
     upon each successor of the Company.  All  obligations  inposed upon and all
     rights granted to the Optionee and all rights reserved by the Company under
     this Option  shall be binding  upon and inure to the  benefit of  Optionee,
     Optionee's heirs, personal representatives,  adminsitrators and successors.
     Unless the context requires  otherwise,  words denoting the singular may be
     construed as denoting the plural,  and words of the plural may be construed
     as denoting the  singular  words of one gender may be construed as denoting
     such other gender as is appropriate.


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<PAGE>





Date of Grant:
               ---------------------
SEAL                                             U.S. WIRELESS DATA(R) INC.
                                                 a Colorado corporation
ATTEST:

--------------------------------------           By
Robert E. Robichaud, Secretary                     -----------------------------
                                                    Dean M. Leavitt
                                                    Chief Executive Officer


                                                 Accepted by Optionee:

                                                 -----------------------
                                                 (Name)