INDEMNIFICATION
AGREEMENT

This
INDEMNIFICATION  AGREEMENT is made as of the 18th day of May,  2005,  by and between
U.S.  Wireless  Data, Inc., a Delaware corporation ("USWD"), and Charles Leone
("Indemnitee").

WHEREAS,
USWD, in order to induce Indemnitee to serve for and on behalf of USWD, has
agreed to provide Indemnitee with the benefits contemplated by this Agreement;

WHEREAS,
as a result of the provision of such  benefits,  Indemnitee  has agreed to serve as a
consultant  to USWD;

WHEREAS,
in recognition of Indemnitees need for protection against personal
liability and in order to enhance Indemnitees service to USWD in an
effective manner, USWD wishes to provide in this Agreement for the
indemnification of Indemnitee to the fullest extent permitted by law;

NOW,
THEREFORE, in consideration of these premises and of Indemnitees intention
to serve USWD and intending to be legally bound hereby, the parties hereto agree
as follows:

1.    
Indemnification. USWD shall indemnify and hold harmless Indemnitee from and
against any loss, cost, damage, liability, injury, or expense (including, but
not limited to, attorneys fees and disbursements) suffered or sustained by
Indemnitee by reason of any acts, omissions, or alleged acts or omissions in his
capacity as a consultant to USWD, arising out of his activities on behalf of
USWD, or in furtherance of the interests of USWD, including, but not limited to,
any judgment, award, settlement, reasonable attorneys fees, and other
costs and expenses incurred in connection with the defense of any actual or
threatened action, proceeding, or claim; provided, that the acts or omissions
upon which such actual or threatened action, proceeding, or claim is based were
not performed or omitted as a result of fraudulent conduct, bad faith, or
willful misconduct.

2.   Miscellaneous.

a.   
This Agreement constitutes the entire agreement between the parties. This
Agreement supersedes any prior agreement or understandings between the parties
with respect to the subject matter hereof and shall not amend, modify, succeed,
or in any way affect any other agreement or understanding between the parties
hereto that are not related to the subject matter hereof. This Agreement may be
amended only by the written consent of each of the parties hereto.

b.   
This  Agreement  and the  rights  of the  parties  hereunder  shall  be  governed  by and
interpreted  in  accordance with the laws of the State of New York.

c.   
Except as herein otherwise specifically provided, this Agreement shall be
binding upon and inure to the benefit of the parties and their legal
representatives, successors and assigns.

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d.   
If any provision of this Agreement, or the application of such provision to any
person or circumstance, shall be held invalid, the remainder of this Agreement,
or the application of such provision to the persons or circumstances, shall not
be affected thereby.

e.   
This  Agreement may be executed in several  counterparts,  each of which shall be deemed
an original,  but  all of which shall constitute one and the same document.

* * * * * *

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IN
WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement
as of the date and year first above written.

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|INDEMNITEE: | 
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|INDEMNITOR: | 
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