U.S. WIRELESS
DATA, INC.

A Delaware
Corporation

BY-LAWS

_________________

ARTICLE I

STOCKHOLDERS

Section
1.1  Annual Meeting.

An
annual meeting of stockholders for the purposes of electing directors and of
transacting such other business as may come before it shall be held on such date
and time as shall be designated from time to time by the Board of Directors or
the President, either within or without the State of Delaware, as may be
specified by the Board of Directors.

Section
1.2  Special Meetings.

Special
meetings of stockholders for any purpose or purposes may be held at any time
upon call of the Chairman of the Board, if any, the President, the Secretary, or
a majority of the Board of Directors, at such time and place either within or
without the State of Delaware as may be stated in the notice. A special meeting
of stockholders shall be called by the President or the Secretary upon the
written request, stating time, place, and the purpose or purposes of the
meeting, of stockholders who together own of record 25% of the outstanding stock
of all classes entitled to vote at such meeting.

Section
1.3  Notice of Meetings.

Written
notice of stockholders meetings, stating the place, date, and hour thereof, and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called, shall be given by the Chairman of the Board, if any, the President,
any Vice President, the Secretary, or an Assistant Secretary, to each
stockholder entitled to vote thereat at least ten days but not more than sixty
days before the date of the meeting, unless a different period is prescribed by
laws.

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Section
1.4  Quorum.

Except
as otherwise provided by law or in the Certificate of Incorporation or these
By-Laws, at any meeting of stockholders, the holders of a majority of the
outstanding shares of each class of stock entitled to vote at the meeting shall
be present or represented by proxy in order to constitute a quorum for the
transaction of any business. In the absence of a quorum, a majority in interest
of the stockholders present or the chairman of the meeting may adjourn the
meeting from time to time in the manner provided in Section 1.5 of these By-Laws
until a quorum shall attend.

Section
1.5  Adjournment.

Any
meeting of stockholders, annual or special, may adjourn from time to time to
reconvene at the same or some other place, and notice need not be given of any
such adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken. At the adjourned meeting, the
Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.

Section
1.6  Organization.

The
Chairman of the Board, if any, or in his absence the President, or in their
absence any Vice President, shall call to order meetings of stockholders and
shall act as chairman of such meetings. The Board of Directors or, if the Board
fails to act, the stockholders may appoint any stockholder, director, or officer
of the Corporation to act as chairman of any meeting in the absence of the
Chairman of the Board, the President, and all Vice Presidents. The Secretary of
the Corporation shall act as secretary of all meetings of stockholders, but, in
the absence of the Secretary, the chairman of the meeting may appoint any other
person to act as secretary of the meeting.

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Section
1.7  Voting.

Except
as otherwise provided by law or in the Certificate of Incorporation or these
By-Laws and except for the election of directors, at any meeting duly called and
held at which a quorum is present, a majority of the votes cast at such meeting
upon a given question by the holders of outstanding shares of stock of all
classes of stock of the Corporation entitled to vote thereon who are present in
person or by proxy shall decide such question. At any meeting duly called and
held for the election of directors at which a quorum is present, those directors
receiving a plurality of the votes cast by the holders (acting as such) of
shares of any class or series entitled to elect directors as a class shall be
elected.

Section
1.8  Action Without a Meeting.

The
stockholders may take any action required or permitted to be taken by them
without a meeting unless otherwise prohibited by law or the Certificate of
Incorporation.

ARTICLE II

BOARD OF
DIRECTORS

Section
2.1  Number and Term of Office.

The
business, property, and affairs of the Corporation shall be managed by or under
the direction of a board of at least one director; provided, however, that the
Board, by resolution adopted by vote of a majority of the then authorized
numbers of directors, may increase or decrease the number of directors. The
directors shall be elected by the holders of shares entitled to vote thereon at
the annual meeting of stockholders, and each shall serve (subject to the
provisions of Article IV) until the next succeeding annual meeting of
stockholders and until his respective successor is elected and qualified.

Section
2.2 Chairman of the Board.

The
directors may elect one of their members to be Chairman of the Board of
Directors. The Chairman shall be subject to the control of and may be removed by
the Board of Directors. He shall perform such duties as may from time to time be
assigned to him by the Board.

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Section
2.3  Meetings.

Regular
meetings of the Board of Directors may be held without notice at such time and
place as shall from time to time be determined by the Board. Special meetings of
the Board of Directors shall be held at such time and place as shall be
designated in the notice of the meeting whenever called by the Chairman of the
Board, if any, the President, or by a majority of the directors then in office.

Section
2.4  Notice of Special Meetings.

The
Secretary, or, in his absence, any other office of the Corporation, shall give
each director notice of the time and place of holding of special meetings of the
Board of Directors by mail at least five days before the meeting, or by telex,
telecopy, telegraph, cable, electronic mail or overnight courier at least three
days before the meeting. Unless otherwise stated in the notice thereof, any and
all business may be transacted at any meeting without specification of such
business in the notice.

Section
2.5  Quorum and Organization of Meetings.

A
majority of the total number of members of the Board of Directors as constituted
from time to time shall constitute a quorum for the transaction of business,
but, if at any meeting of the Board of Directors (whether or not adjourned from
a previous meeting) there shall be less than a quorum present, a majority of
those present may adjourn the meeting to another time and place, and the meeting
may be held as adjourned without further notice or waiver. Except as otherwise
provided by law or in the Certificate of Incorporation or these By-Laws, a
majority of the directors present at any meeting at which a quorum is present
may decide any question brought before such meeting. Meetings shall be presided
over by the Chairman of the Board, if any, or in his absence, by the President,
or in the absence of both by such other person as the directors may select. The
Secretary of the Corporation shall act as secretary of the meeting, but in his
absence the chairman of the meeting may appoint any person to act as secretary
of the meeting.

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Section
2.6  Committees.

The
Board of Directors may, by resolution passed by a majority of the whole Board,
designate one or more committees, each committee to consist of one or more of
the directors of the Corporation. The Board may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise all the power and authority of
the Board of Directors in the management of the business, property, and affairs
of the Corporation, and may authorize the seal of the Corporation to be affixed
to all papers which may require it; but no such committee shall have power or
authority which is prohibited to such committee by the General Corporation Law
of the State of Delaware. Each committee which may be established by the Board
of Directors pursuant to these By-Laws may fix its own rules and procedures.
Notice of meetings of committees, other than of regular meetings provided for by
the rules, shall be given to committee members. All action taken by committees
shall be recorded in minutes of the meetings.

Section
2.7  Action Without Meeting.

The
Board of Directors or any committee designated by the Board may take any action
required or permitted to be taken by them without a meeting unless otherwise
prohibited by law or the Certificate of Incorporation.

Section
2.8  Telephone Meetings.

Nothing
contained in these By-laws shall be deemed to restrict the power of members of
the Board of Directors, or any committee designated by the Board, to participate
in a meeting of the Board, or committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other.

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ARTICLE III

OFFICERS

Section
3.1  Executive Officers.

The
executive officers of the Corporation shall be a President, Vice President,
Treasurer, and a Secretary, each of whom shall be elected by the Board of
Directors. The Board of Directors may elect or appoint such other officers
(including a Controller, a Chief Executive Officer and one or more Assistant
Secretaries) as it may deem necessary or desirable. Each officer shall hold
office for such term as may be prescribed by the Board of Directors from time to
time. Any person may hold at one time two or more offices.

Section
3.2  Powers and Duties.

The
Chairman of the Board, if any, or, in his absence, the Chief Executive Officer,
or in his absence, the President, shall preside at all meetings of the
stockholders and of the Board of Directors. The Chief Executive Officer shall be
the chief executive officer of the Corporation. In the absence of the Chief
Executive Officer, the President and, in the absence of the President, a Vice
President appointed by the President or, if the President fails to make such
appointment, by the Board, shall perform all the duties of the Chief Executive
Officer. The officers and agents of the Corporation shall each have such powers
and authority and shall perform such duties in the management of the business,
property and affairs of the Corporation as generally pertain to their respective
offices, as well as such powers and authorities and such duties as from time to
time may be prescribed by the Board of Directors.

ARTICLE IV

RESIGNATIONS,
REMOVALS, AND VACANCIES

Section
4.1  Resignations.

Any
director or officer of the Corporation, or any member of any committee, may
resign at any time by giving written notice to the Board of Directors, the Chief
Executive Officer, the President, or the Secretary of the Corporation. Any such
resignation shall take effect at the time specified therein or, if the time be
not specified therein, then upon receipt thereof. The acceptance of such
resignation shall not be necessary to make it effective.

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Section
4.2  Removals.

The
Board of Directors, by a vote of not less than a majority of the entire Board,
at any meeting thereof, or by written consent, at any time, may, to the extent
permitted by law, remove with or without cause, from office or terminate the
employment of any officer or member of any committee and may, with or without
cause, disband any committee. Any director or the entire Board of Directors may
be removed, with or without cause, by the holders of a majority of the shares
entitled to vote at the time to vote at an election of directors.

Section
4.3  Vacancies.

Any
vacancy in the office of any director or officer through death, resignation,
removal, disqualification, or other cause, and any additional directorship
resulting from any increase in the number of directors, may be filled at any
time by a majority of the directors then in office (even though less than a
quorum remains) or, in the case of any vacancy in the office of any director, by
the stockholders, and, subject to the provisions of this Article IV, the person
so chosen shall hold office until his successor shall have been elected and
qualified; or, if the person so chosen is a director elected to fill a vacancy,
he shall (subject to the provisions of this Article IV) hold office for the
unexpired term of his predecessor.

ARTICLE V
CAPITAL STOCK

Section
5.1  Stock Certificates.

The
certificates for shares of the capital stock of the Corporation shall be in such
form as shall be prescribed by law and approved, from time to time, by the Board
of Directors.

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Section
5.2  Transfer of Shares.

Shares
of the capital stock of the Corporation may be transferred on the books of the
Corporation only by the holder of such shares or by his duly authorized
attorney, upon the surrender to the Corporation or its transfer agent of the
certificate representing such stock properly endorsed.

Section
5.3  Fixing Record Date.

In
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion,
or exchange of stock, or for the purpose of any other lawful action, the Board
of Directors may fix, in advance, a record date, which, unless otherwise
provided by law, shall not be more than sixty nor less than ten days before the
date of such meeting, nor more than sixty days prior to any other action.

Section
5.4  Lost Certificates.

The
Board of Directors or any transfer agent of the Corporation may direct a new
certificate or certificates representing stock of the Corporation to be issued
in place of any certificate or certificates theretofore issued by the
Corporation, alleged to have been lost, stolen, or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate to be lost,
stolen, or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors (or any transfer agent of the Corporation
authorized to do so by a resolution of the Board of Directors) may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen, or destroyed certificate or certificates, or his
legal representative, to give the Corporation a bond in such sum as the Board of
Directors (or any transfer agent so authorized) shall direct to indemnify the
Corporation against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen, or destroyed or
the issuance of such new certificates, and such requirement may be general or
confined to specific instances.

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Section
5.5  Regulations.

The
Board of Directors shall have power and authority to make all such rules and
regulations as it may deem expedient concerning the issue, transfer,
registration, cancellation, and replacement of certificates representing stock
of the Corporation.

ARTICLE VI

MISCELLANEOUS

Section
6.1  Corporate Seal.

The
corporate seal shall have inscribed thereon the name of the Corporation, the
year of its organization, and the words Corporate Seal and
Delaware.

Section
6.2  Fiscal Year.

The
fiscal year of the Corporation shall be determined by resolution of the Board of
Directors.

Section
6.3  Notices and Waivers Thereof.

Wherever
any notice whatever is required by law, the Certificate of Incorporation, or
these By-Laws to be given to any stockholder, director, or officer, such notice,
except as otherwise provided by law, may be given personally, or by mail, telex,
telecopy, telegraph, cable or overnight courier addressed to such address as
appears on the books of the Corporation. Any notice given by telex, telecopy,
telegraph or cable shall be deemed to have been given when it shall have been
delivered for transmission, and any notice given by mail or overnight courier
shall be deemed to have been given when it shall have been deposited in the
United States mail with postage thereon prepaid or given to such courier
service, as applicable. Whenever any notice is required to be given by law, the
Certificate of Incorporation, or these By-Laws, a written waiver thereof, signed
by the person entitled to such notice, whether before or after the meeting or
the time stated therein, shall be deemed equivalent in all respects to such
notice to the full extent permitted by law.

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Section
6.4  Stock of Other Corporations or Other Interests.

Unless
otherwise ordered by the Board of Directors, the Chief Executive Officer, the
President, the Secretary, and such attorneys or agents of the Corporation as may
be from time to time authorized by the Board of Directors, the Chief Executive
Officer, or the President, shall have full power and authority on behalf of the
Corporation to attend and to act and vote in person or by proxy at any meeting
of the holders of securities of any corporation or other entity in which the
Corporation owns or holds shares or other securities, and at such meetings shall
possess and may exercise all the rights and powers incident to the ownership of
such shares or other securities which the Corporation, as the owner or holder
thereof, might have possessed and exercised if present. The Chief Executive
Officer, the President, the Secretary, or such attorneys or agents, may also
execute and deliver on behalf of the Corporation powers of attorney, proxies,
consents, waivers, and other instruments relating to the shares or securities
owned or held by the Corporation.

ARTICLE VII

AMENDMENTS

The
holders of shares entitled at the time to vote for the election of directors
shall have power to adopt, amend, or repeal the By-laws of the Corporation by
vote of not less than a majority of such shares, and except as otherwise
provided by law, the Board of Directors shall have power equal in all respects
to that of the stockholders to adopt, amend, or repeal the By-Laws by vote of
not less than a majority of the entire Board. However, any By-Law adopted by the
Board may be amended or repealed by vote of the holders of a majority of the
shares entitled at the time to vote for the election of directors.

ARTICLE VIII

PROVISIONS OF
LAW

The
By-Laws shall be subject to such provisions of the statutory and common laws of
the State of Delaware as may be applicable to corporations organized under the
laws of the State of Delaware. References herein to provisions of law shall be
deemed to be references to the aforesaid provisions of law unless otherwise
explicitly stated. All references in the By-Laws to such provisions of law shall
be construed to refer to such provisions as from time to time amended.

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ARTICLE IX

CERTIFICATE
OF INCORPORATION

The
By-Laws shall be subject to the Certificate of Incorporation of the Corporation.
All references in the By-Laws to the Certificate of Incorporation shall be
construed to mean the Certificate of Incorporation of the Corporation as from
time to time amended.

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