ENGAGEMENT AGREEMENT

This Agreement is effective (the "Effective  Date") as of the date of execution,
by and between  U.S.  Wireless  Data Inc..  1123  Western  Avenue,  Mill Valley,
California  94941 (referred to as "Company"),  and entrenet Group,  LLC, 5213 El
Mercado  Parkway.  Suite  D,  Santa  Rosa,  California  95403  (referred  to  as
"entrenet').

In this  Agreement,  the party who is contracting  to receive  services shall be
referred to as "Company," and the party who will be providing the services shall
be referred to as "entrenet".

Company desires to have services provided by entrenet.

Therefore, the parties agree as follows:

1     . DESCRIPTION OF SERVICES.  Beginning on the Effective Date, entrenet will
      provide the  services,  (collectively,  the  "Services")  as  described in
      Exhibit A attached hereto and incorporated herein by reference.

2.    PERFORMANCE  OF  SERVICES.  The  manner  in which the  Services  are to be
      performed  and the  specific  hours  to be  worked  by  entrenet  shall be
      determined  by  entrenet.  entrenet  shall,  and the Company  will rely on
      entrenet's promise to work as many hours as may be reasonably necessary to
      fulfill entrenet's obligations under this Agreement.

3.    PAYMENT.  Company will pay a fee to entrenet for the Services in an amount
      and under terms and conditions as described in Exhibit A.

4.    TRANSACTION.  For purposes of this agreement, the term "Transaction' shall
      mean,  whether in one or a series of transactions:  Any capital financing,
      including  without  limitation,  any financing for debt,  equity,  capital
      stock (common or preferred),  convertible instruments, lines of credit and
      secured and/or unsecured debt; Any  merger/acquisition  activity including
      without limitation, (i) the acquisition,  directly or indirectly,  through
      purchases,  sales, or otherwise,  of any or all portions of the securities
      of the Company by an investor or

      (ii)  any   merger,   consolidation,   reorganization,   recapitalization,
      restructuring or other business  combination  involving the Company and an
      investor.

    5    .   CONSIDERATION.   For   purposes   of  this   agreement,   the  term
         "Consideration'  means the total proceeds and other  consideration paid
         and to be paid or  contributed  directly or  indirectly,  in connection
         with a  Transaction  (which  consideration  shall be deemed to  include
         amounts  paid  or to be  paid  into  escrow)  to the  Company  and  its
         shareholders,  including,  without  limitation:  (i) cash;  (ii) notes,
         securities,  and other  property  (including  all options,  warrants or
         other  instruments or arrangements  convertible into or exercisable for
         any of the
<PAGE>
      foregoing) at the fair market value thereof,  (iii)  liabilities  assumed;
      (iv)  payments to be made in  installments-.  (v) amounts  paid or payable
      under management,  consulting, supply, service,  distribution,  technology
      transfer or  licensing  agreements,  and real  property or eqipment  lease
      agreements,  and agreements not to compete, and other similar arrangements
      (including  such payments to  management),  entered into other than in the
      ordinary course of business;  and (vi) contingent payments (whether or not
      related  to future  earnings  or  operations).  The fair  market  value of
      non-cash consideration  consisting of securities shall be determined based
      upon (A) the  closing  sale price for such  securities  on the  registered
      national  securities  exchange providing the primary market therein on the
      last  trading  day prior to the date of receipt  thereof by the Company or
      its shareholders. (B) if such securities are not so traded, the average of
      the closing bid and asked prices, as reported by the National  Association
      of Securities  Dealers Automated  Quotation System on the last trading day
      prior to the date of receipt  thereof by the Company or its  shareholders,
      or (C) if such securities are not so traded or reported, agreement between
      the  Company  and  entrenet.   The  fair  market  value  of  any  non-cash
      Consideration  other than  securities  shall be determined by agreement of
      the Company and entrenet. If all or any portion of the Consideration is to
      be paid over time, then that portion of the  Transaction Fee  attributable
      thereto shall be payable,  in the sole discretion of entrenet,  either (i)
      as and  when  such  payments  are  made or  (ii)  upon  consummation  of a
      Transaction,  calculated based on the present value of such  Consideration
      utilizing a discount rate of 71/o per annum.

6.   ACCOUNTING  AND  INSPECTION  RIGHTS.  For all  compensation  referred to in
     Exhibit A, it is further agreed that Company shall maintain written records
     in  sufficient  detail for purposes of  determining  the amount of Fees due
     entrenet.  Company shall provide to entrenet a written accounting that sets
     forth the  manner  in which  Fee  payments  were  calculated.  Upon 15 days
     notice,  entrenet  or  entrenet's  agent  shall  have the right to  inspect
     Company's  records for the limited  purpose of verifying the calculation of
     Fee payments, subject to such restrictions as Company may reasonably impose
     to protect the  confidentiality  of the records.  Such inspections shall be
     made at the company's  principal place of business during regular  business
     hours as may be set by the Company.

7.    EXPENSE  REIMBURSEMENT.  entrenet shall be entitled to reimbursement  from
      Company  for the  following  "out-of-pocket"  expenses:  travel  expenses,
      airfare,  hotel,  meals,  postage  and  delivery,  copying,  long-distance
      telephone calls, or other expenses as shall be mutually agreed upon.

8.    TERM/TERMINATION. This Agreement shall be effective upon signing and shall
      have an  initial  term and such  renewal  terms as shall be  described  in
      Exhibit A- The  termination of this  engagement is also defined in Exhibit
      A.

9.    RELATIONSHIP OF PARTIES.  It is understood by the parties that entrenet is
      an independent  contractor with respect to Company, and not an employee of
      Company.  Company  will  not  provide  fringe  benefits,  such  as  health
      insurance benefits,  paid vacation, or any other employee benefit, for the
      benefit of entrenet.

10.  INDEMNIFICATION  AND CONTRIBUTION. 

 (a) If, in connection with the services or matters that are the subject of this
     agreement, entrenet becomes involved in any capacity in any action or legal
     proceeding,  the Company agrees to reimburse  entrenet,  its affiliates and
     their  respective  directors,  officers,  employees,   representatives  and
     controlling  persons (each an "Indemnified  Person')  promptly upon request
     for all expenses (including without  limitation,  fees and disbursements of
     legal counsel and the cost of  investigation  and  preparation) as they are
     incurred.  In the event a  determination  is made to the  effect  set forth
     below holding that entrenet is not entitled to  indemnification  hereunder,
     entrenet  shall promptly  refund to the Company all amounts  advanced under
     this  Section in respect of  reimbursement  of  expenses.  The Company also
     agrees to indemnify and hold each  Indemnified  Person harmless against all
     losses,  claims  damages or  liabilities,  joint or several  (collectively,
     "Damages"), to which such Indemnified Person may become subject

          (i)  arising  out of or based  upon any  untrue  statement  or alleged
          untrue  statement  of  a  material  fact  contained  in  any  offering
          materials or any other written or oral  communication  provided to any
          investor of  securities of the Company or arising out of or based upon
          the  omission  or alleged  omission  to state in any such  document or
          communication  a  material  fact  required  to be  stated  therein  or
          necessary  in order to make the  statements  therein,  in light of the
          circumstances under which they were made, not misleading; or

          (ii) in connection  with the services or matters which arc the subject
          of this agreement, provided that the Company shall not be liable under
          the foregoing indemnity in respect of any Damages to the extent that a
          court having  jurisdiction  shall have  determined by a final judgment
          (not subject to further  appeal) that such damages  resulted  directly
          and  primarily  from the gross  negligence  or willful  misconduct  of
          entrenet or any other Indemnified Person. The Company also agrees that
          no  Indemnified  Person shall have any liability to the Company for or
          in connection  with this  engagement,  except for any liability  which
          results  directly and primarily  from the gross  negligence or willful
          misconduct of the Indemnified Person.
     

(b)  The  Company  and  entrenet  agree  that  if,  for  any  reason,   any
     indemnification  sought  pursuant  to this  Section  is  unavailable  or is
     insufficient to hold any Indemnified Person harmless,  then, whether or not
     entrenet  is the  person  entitled  to  indemnification,  the  Company  and
     entrenet shall each contribute to amounts paid or payable in respect of the
     Damages for which such  indemnification  is unavailable or  insufficient in
     such  proportion as if appropriate to reflect 

          (i)  the  relative  benefits  to the  Company,  on the one  hand.  and
          entrenet, on the other and

          (ii) their relative  fault, in connection with the matters as to which
          such Damages relate, as well as any relevant equitable considerations;
          provided  that in no event  shall  the  amount  to be  contributed  by
          entrenet  exceed  the amount of fees  actually  received  by  entrenet
          hereunder   (excluding   any   amounts   received  by  entrenet  as  a
          reimbursement of expenses).  The Company and entrenet agree to consult
          in advance  with one another with respect to the terms of any proposed
          waiver, release or
<PAGE>
                                   Engagement
                                    Agreement

          action or proceeding to which entrenet or an indemnified Person may be
          subject as a result of the matters  contemplated by this agreement and
          further agree not to enter into any such waiver, release or settlement
          without the prior written  consent of one another (which consent shall
          not  be  unreasonably  withheld),   unless  such  waiver,  release  or
          settlement  includes  an  unconditional  release of  entrenet  or such
          indemnified Person, as the case may be, from all liability arising out
          of such claim, action or proceeding. 

(c)  The  agreements  of the Company  under this Section shall be in addition to
     any  liabilities  the Company may otherwise have and shall apply whether or
     not entrenet or any other Indemnified Person is a formal party to any claim
     action or legal  proceedings.  ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO
     ANY CLAIM FOR  INDEMNIFICATION OR CONTRIBUTION  ]HEREUNDER OR IN RESPECT OF
     ANY CLAIM  ACTION OR LEGAL  PROCEEDING  ARISING  OUT OF OR  RELATED  TO THE
     SERVICES OF entrenet  HEREUNDER OR IN ANY OTHER MANNER IS ]HEREBY WAIVED BY
     EACH INDEMNIFIED AND BY THE COMPANY.

D PARTY


11.
     COOPERATION, CONFIDENTIALITY, ETC. 

(a)  The Company shall  furnish  entrenet  with all  information  and data which
     entrenet  shall   reasonably  deem   appropriate  in  connection  with  its
     activities on the Company, s behalf, and shall provide entrenet full access
     to the Company's officers, directors,  employees and professional advisors.
     The  Company  recognizes  and  confirms  that  entrenet in acting t to this
     engagement will be using information m public reports and other information
     provided by others, including information provided by the Company, and that
     entrenet  does  not  assume   responsibility  for,  and  may  rely  without
     independent  verification  upon, the accuracy or  completeness  of any such
     information.  

(b)  the Company agrees that entrenet's  advice is for the use
     and information of the Company's management and Board of Directors only and
     the Company will not disclose  such advice to others  (except the Company's
     professional  advisors and except as required by law) or summarize or refer
     to such advice without,  in each case,  entrenet's  prior written  consent.
     Notwithstanding anything to the contrary contained in the foregoing, in the
     event  the  Company  is  required  by law to  make  any  filings  with  any
     governmental  authority  (including  without  limitation the Securities and
     Exchange Commission) which mention entrenet or any disclosure to the holder
     of its securities  concerning  entrenet,  the Company shall afford entrenet
     the  opportunity  to review such  disclosure  in advance and to approve the
     form  thereof,  such approval not to be  unreasonably  withheld or delayed.
     entrenet agrees that it will not.  without the prior written consent of the
     Company, disclose, to any third party any confidential information provided
     by the Company to entrenet in connection  with this  engagement,  except to
     the extent 
          (i) such disclosure is required by applicable law, regulation or legal
          process,
          (ii) such information  becomes publicly known other than as a remit of
          the breach by entrenet of its  obligations set forth in this sentence,
          and
          (iii) such  disclosure is requested or required by any bank regulatory
          authority having jurisdiction over entrenet.

      12, OTHER  TRANSACTIONS.  The Company  acknowledges  that entrenet and its
  affiliates  may have and may in the  future  have  investment  and  commercial
  banking,  trust and other  relationships  with parties other than the Company,
  which  parties may have  interests  with  respect to a  Transaction.  Although
  entrenet in the course of such other  relationships  may  acquire  information
  about the  Transaction,  potential  investors or such other parties,  entrenet
  shall have no obligation to disclose such information to the Company or to use

<PAGE>
  such information on the Company's behalf. Furthemore, the Company acknowledges
  that entrenet may have fiduciary or other  relationships  whereby entrenet may
  exercise voting power over royalties of various persons,  which securities may
  from time to time include securities of the Company, potential investors or to
  others with interests with respect to a Transaction.  The Company acknowledges
  that entrenet may exercise such powers and otherwise  perform its functions in
  connection  with such fiduciary or other  relationships  without regard to its
  relationship to the Company hereunder.

  13.   ACKNOWLEDGMENT OF SERVICES PROVIDED.  entrenet may include  descriptions
        of  services   provided  by  entrenet  to  the  Company  in   entrenet's
        promotional  materials.  The  Company  may  not  otherwise  be  publicly
        referred to by entrenet without Company's prior consent.

  14.   NOTICES. All notices required or permitted under this Agreement shall be
        in writing and shall be deemed  delivered  when  delivered  in person or
        deposited  in the  United  States  mail,  fire  class  postage  prepaid,
        addressed as follows:



<PAGE>
IF for- Company:

U.S. Wireless Data Inc.
Rod Stambaugh
President & CEO
1123 Western Avenue
mill Valley, California 94941

IF for entrenet:

entrenet Group, LLC
Timothy F. Jaeger
Chief Financial Officer
5213 El Mercado parkway, Suite D Santa Rosa, CA 95403

        Such  addresses  may be  changed  from time to time by  either  party by
        providing written notice to the other m the manner set forth above.

15.       ARBITRATION   AND  CONSENT  TO   JURISDICTION.   Any  dispute   and/or
          controversy  relating  to or arising  from the  interpretation  and/or
          application of this Agreement shall be submitted at the request of the
          Company or  entrenet to a neutral  arbitrator  selected by the parties
          from the  J.A.M.S/Endispute  panel Of arbitrators  for a determination
          which shall be @ and binding as to the  parties  thereto.  Arbitration
          shall take place in Santa Rosa, located in the county of Sonoma, state
          of California for a determination  which shall be final and binding as
          to the parties  thereto.  The decision and award of the arbitrator may
          include  the  cost of the  arbitration  proceedings  and  may  include
          reasonable  attorney fees for the successful  party.  The  arbitration
          shall be conducted in accordance with California  Arbitration Act (CCP
          Section  1280 et seq.) and not by court  action  except as provided by
          California  law for the judicial  review of  arbitration  proceedings.
          Nothing herein contained shall be deemed to affect the rights of any @
          to serve process in any manner other than as permitted by law.

  16.     ENTIRE  AGREEMENT.  This Agreement,  along with any Exhibits  attached
          hereto,  contains the entire  agreement of the parties with respect to
          the subject matter and supersedes any other agreement  whether oral or
          written  which are not fully  expressed  herein,  except for carryover
          provisions of any previous  executed  agreements  between entrenet and
          Company.

  17.     AMENDMENT.  This Agreement may be modified or amended if the amendment
          is made in writing and is signed by both parties.

  18.    SEVERABILITY.  If any provision of this  Agreement  shall be held to be
         invalid or unenforceable for any reason. the remaining provisions shall
         continue  to be  valid  and  enforceable.  If a court  finds  that  any
         provision of this  Agreement is invalid or  unenforceable,  but that by
         limiting  such  provision it would become valid and  enforceable,  then
         such provision shall be deemed to be written,  construed,  and enforced
         as so limited.

  19.    WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
         provision  of this  Agreement  shall  not be  construed  as a waiver or
         limitation  of that party's  right to  subsequently  enforce and compel
         strict compliance with every provision of this Agreement.

  20.    APPLICABLE  LAW.  This  Agreement  shall be governed by the laws of the
         State of  California,  excluding  that body of law known as conflict of
         laws.
<PAGE>
                                                            Engagement Agreement
Exhibit A
SERVICES PROVIDED BY entrenet

     ADVISORY  SERVICES.  entrenet  will act as  corporate  advisor in providing
     services to the  management of the Company.  Services  shall include advice
     and counsel in the following areas:

         1.    Business Plan and Corporate presentation

         2.    Administrative Systems and Controls

         3.    Sales and Marketing Strategy and Structure

     DIRECT  INTRODUCTION  OF  FINANCING  SOURCES.  entrenet  will  use its best
     efforts to provide introduction to financing sources for the Company.

     OTHER SERVICES.  entrenet may provide additional direct consulting services
     to the  Company  beyond  its  role as  corporate  advisor  (egs.  financing
     strategies,  strategic  partnerships,  acquisition  and merger  strategies,
     securing   placement  agents,   corporate   positioning,   option  for  and
     participation  in  financial  meetings  ("road  show"))  at  the  Company's
     request.  Such additional  direct  consulting  services would be charged at
     entrenet, s prevailing consulting rates at the time of the assignment(s) or
     as agreed to separately in the future.


  entrenet COMPENSATION.

      Advisory Service & At signing of this engagement agreement, entrenet shall
      earn  compensation  of $150,000 for a one-year term. Form of payment shall
      be one hundred percent  (1000/o)  payable in a 10% Convertible  Debenture.
      The form of which is  attached  as  Exhibit B except  that the  conversion
      price shall be fixed at $0.50 per share for a total of 300,000  shares for
      the engagement and the Debenture shall not be  transferable.  Payments due
      entrenet upon completion of each the following milestones:

           1.   Business Plan and Corporate presentation:

                  * Summary Business Plan - Due 6/15/97 $15,000
                  * Complete Business Plan - Due 6/19/97 $20,000
                  * Corporate Presentation - Due 6/24/97 $15,000

                 2. Administrative Systems and Controls $70,000
                          * Needs analysis - Due 8/l/97
                        + Staffing Requirement-Due 8/l/97
                       M 15 + RFP Preparation - Due 8/l/97
           + Corporate vs. Regional staffing requirements - Due 8/l/97
                  * Interim staffing requirements - Due 8/l/97

                         Systems  installation,  training and vendor oversight -
                         On  going  on  an  agreed  upon  mutually  agreed  upon
                         schedule

             3.            Sales and marketing  strategy  Consultation - All due
                           S/l/97  $30,000  +  Strategy  review,  analysis,  and
                           recommendations   +  Reporting   command  &  control,
                           structure,  review,  analysis,  and recommendations +
                           Sales/Management recruiting

<PAGE>
                                                                      Engagement
                                                                       Agreement

    Direct  introduction of Financing sources In addition to fees for successful
    Transactions and advisory services,  entrenet's fees for direct introduction
    of a  financing  source or  referral of  principal  parties,  shall be eight
    percent (80/o) of the gross consideration provided by such source.

         Warrants.  For all successful Direct Introduction of Financing Sources,
         the Company  shall  grant to  entrenet a five-year  warrant to purchase
         shares  of  Company's  stock  equal to the  value  of all fees  paid to
         entrenet in  conjunction  with all such  transactions.  These  warrants
         shall  contain  all  standard  provisions,   as  well  as  stock  split
         adjustments and piggy-back registration  provisions,  and shall have an
         exercise  price equal to the lower of market or the  purchase  price of
         the stock issued in conjunction with any such transaction.

    Reimbursement   of   Expenses.   Entrenet   shall  be  entitled  to  expense
    reimbursement for all pre-approved travel and business expenses as described
    in paragraph 7 of this agreement. Additionally, to offset local auto travel.
    long-distance telephone calls, postage, delivery,  copying, faxing and other
    office costs,  entrenet  shall be advanced a  non-accountable  $3000 for the
    one-year term. Form of payment shall be $750 payable in cash upon signing of
    this agreement. The balance of shall be paid quarterly in the amount of $750
    on September 1, 1997, December 1, 1997, and March 1, 1998.


TERM
----

    The term of the Agreement shall be one (1) year from date of signing.

    Upon  termination of this  Agreement,  payments  under this paragraph  shall
    cease;  provided,  however,  that entrenet shall be entitled to payments for
    periods or partial  periods that occurred  prior to the date of  termination
    and for which entrenet has not yet been paid.