# EMPLOYMENT
AGREEMENT

THIS
EMPLOYMENT AGREEMENT is made this 10th day of May 2001 between U.S. Wireless
Data, Inc., a Delaware corporation (the Company), and Dean Michael
Leavitt (the Executive).

WHEREAS,
the parties hereto wish to enter into an employment agreement to document the
employment of the Executive as Chairman and Chief Executive Officer of U.S.
Wireless Data, Inc., and to set forth certain additional agreements between the
Executive and the Company.

NOW,
THEREFORE, in consideration of the mutual covenants and representations
contained herein, the parties hereto agree as follows:

1.
TERM. The Company will employ the Executive, and the Executive will serve
the Company, under the terms of this Agreement for an initial term of three (3)
years, commencing on the date hereof. Effective as of the expiration of such
initial three-year term and as of each anniversary date thereof, the term of
this Agreement shall be extended for an additional twelve (12) month period
unless, not later than one (3) months prior to each such respective date, the
Company shall have given notice to the Executive, or the Executive shall have
given notice to the Company that the term shall not be so extended.
Notwithstanding the foregoing, the Executives employment hereunder may be
earlier terminated, as provided in Section 4 hereof. The term of this Agreement,
as in effect from time to time in accordance with the foregoing, shall be
referred to herein as the Term. The period of time between the
commencement and the termination of the Executives employment hereunder
shall be referred to herein as the Employment Period.

2.
EMPLOYMENT.

a. Positions and Reporting;
Directors. The Company hereby employs the Executive for the Employment
Period as its Chairman and Chief Executive Officer on the terms and conditions
set forth in this Agreement. Throughout the Employment Period, the Executive
shall have the right to sponsor up to three Board members for the consideration
of the Board, and the Company shall use its best efforts to include such
nominees on its slate of nominees at the shareholders meeting immediately
following the Executive's sponsorship of such nominees, if they are reasonably
acceptable to the Board.

b. Authority and Duties.
The Executive shall exercise such authority, perform such executive duties and
functions and discharge such responsibilities as are reasonably associated with
the position of Chairman and Chief Executive Officer of a publicly-held company.
Without limiting the generality of the foregoing, the Executive shall report
directly and be responsible only to the Board of Directors of the Company.
During the Employment Period, the Executive shall devote his full business time,
skill and efforts to the business of the Company. Notwithstanding the foregoing,
the Executive may (i) make and manage passive personal business investments of
his choice (in the case of publicly held corporations not to exceed 1% of the
outstanding voting stock) and serve in any capacity with any civic, educational
or charitable organization, or any trade association, without seeking or
obtaining approval by the Board, provided such activities and service do not
materially interfere or conflict with the performance of his duties hereunder,
and (ii) with the approval of the Board, which approval shall not be
unreasonably withheld, serve on the boards of directors of other corporations.

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3.
COMPENSATION AND BENEFITS.

a. Salary. During the
Employment Period, the Company shall pay to the Executive, as compensation for
the performance of his duties and obligations under this Agreement, a base
salary at the rate of $250,000 per annum, payable in arrears not less frequently
than bi-monthly in accordance with the normal payroll practices of the Company.
Such base salary shall be subject to review each year for possible increase by
the Board, but shall in no event be decreased from its then-existing level
during the Employment Period.

b. Annual Cash Bonus.
During the Employment Period, the Executive shall have the opportunity to earn
an annual cash bonus. The payment of any annual bonus shall be contingent upon
the achievement of certain corporate and/or individual performance goals
established by the Board in its discretion. The Executive's cash bonus target
for the first year shall be 100% of the Executive's base salary or $250,000.
Such cash bonus shall be subject to review each year for possible increase by
the Board, but shall in no event be decreased from its then-existing level
during the Employment Period.

c. Annual Option Bonus.
During the Employment Period, the Executive shall have the opportunity to earn
an annual stock option bonus. The payment of any such stock option bonus shall
be contingent upon the achievement of certain corporate and/or individual
performance goals established by the Board in its discretion. Upon the
occurrence of a Change of Control, as such term is defined in Section 4(e)
below, all outstanding options granted by the Company to the Executive during
the Employment Period shall become vested and exercisable, subject to the other
terms of the option(s).

d. Other Benefits. During
the Employment Period, the Executive shall be entitled to participate in all of
the employee benefit plans, programs and arrangements of the Company in effect
during the Employment Period which are generally available to senior executives
of the Company, subject to and on a basis consistent with the terms, conditions
and overall administration of such plans, programs and arrangements. In
addition, during the Employment Period, the Executive shall be entitled to
fringe benefits and perquisites comparable to those of other senior executives
of the Company.

e. Business Expenses.
During the Employment Period, the Company shall reimburse the Executive for all
documented reasonable business expenses incurred by the Executive in the
performance of his duties under this Agreement, in accordance with the Company's
policies as such may be in effect from time to time.

f. Indemnification.
During the Employment Period and thereafter, the Company shall indemnify the
Executive to the fullest extent permitted by applicable law. The Company shall
enter into an Indemnification Agreement with Executive ("Indemnification
Agreement"), the terms of which shall govern Executive's rights to
indemnification. At all times throughout the Employment Period, the Company
shall maintain director and officer insurance in the amount of no less than $5
million and shall maintain adequate cash reserves to insure that the Company is
capable of paying the premium(s) for such policy.

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4.
TERMINATION OF EMPLOYMENT.

a. Termination for Cause.  The Company may terminate the Executive's employment hereunder
for cause.  For purposes of this Agreement and subject to the Executive's opportunity to cure as provided in
Section 4(c) hereof, the Company shall have "cause" to terminate the Executive's employment hereunder if such
termination shall be the result of:

(1)
Willful fraud or dishonesty in connection with the Executive's performance
hereunder;

(2)
The failure by the Executive to substantially perform his duties hereunder;

(3)
Failure to follow the reasonable directions of the Board of Directors consistent
with this Agreement; or

(4)
The conviction for, or plea of nolo contendere to, a charge of commission
of a felony.

b. Termination for Good
Reason. The Executive shall have the right at any time to terminate his
employment with the Company at any time and for any reason. For purposes of this
Agreement and subject to the Company's opportunity to cure as provided in
Section 4(c) hereof, the Executive shall have "good reason" to terminate his
employment hereunder if such termination shall be the result of:

(1)
A diminution during the Employment Period in the Executive's duties,
responsibilities or title as set forth in Section 2 hereof;

(2)
A breach by the Company of the compensation and benefits provisions set forth in
Section 3 hereof;

(3)
A notice of termination by the Executive under Section 4(c) hereof within six
(6) months following the occurrence of a Change in Control (as defined in
Section 4(e) hereof; or

(4)
A material breach by the Company of any other term of this Agreement.

(5)
The Board consistently rejects Executive's reasonable business proposals.

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c. Notice and Opportunity to
Cure. Notwithstanding the foregoing, it shall be a condition precedent to
the Company's right to terminate the Executive's employment for "cause" and the
Executive's right to terminate his employment for "good reason" that (1) the
party seeking the termination shall first have given the other party written
notice stating with specificity the reason for the termination ("breach") and
(2) if such breach is susceptible of cure or remedy, a period of thirty (30)
days from and after the giving of such notice shall have elapsed without the
breaching party having effectively cured or remedied such breach during such
30-day period, unless such period cannot be cured or remedied within thirty (30)
days, in which case the period for remedy or cure shall be extended for a
reasonable time (not to exceed an additional thirty (30) days) provided the
breaching party has made and continues to make a diligent effort to effect such
remedy or cure.

d. Termination Upon Death or
Permanent and Total Disability. The Employment Period shall be terminated by
the death of the Executive. The Employment Period may be terminated by the
Company if the Executive shall be rendered incapable of performing his duties to
the Company by reason of any medically determined physical or mental impairment
that can be expected to result in death or that can be expected to last for a
period of three (3) or more consecutive months from the first date of the
Executive's absence due to the disability ("Disability"). If the Employment
Period is terminated by reason of a Disability of the Executive, the Company
shall give thirty (30) days advance written notice to that effect to the
Executive.

e. Definition of Change in
Control. A "Change in Control" shall be deemed to have taken place if the
following events occur:

(1)
Any "person," as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the Exchange Act) (other than the
Company, any trustee or other fiduciary holding securities under an employee
benefit plan of the Company, or any corporation owned directly or indirectly by
the stockholders of the Company in substantially the same proportion as the
ownership of stock of the Company), is or becomes the beneficial
owner (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing more than 50% of the
combined voting power of the Companys then outstanding securities; or

(2)
Individuals who, as of the date hereof (the "Effective Date"), constitute the
Board of Directors of the Company (as of the Effective Date, the Incumbent
Board) cease for any reason to constitute at least a majority of the Board
of Directors of the Company provided that any person becoming a director
subsequent to the date hereof whose election, or nomination for election by the
Companys stockholders, was approved by the Executive shall be, for
purposes of this Agreement, considered as though such person were a member of
the Incumbent Board; or

(3)
The stockholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than (A) a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than 60% of the
combined voting power of the voting securities of the company or such surviving
entity outstanding immediately after such merger or consolidation or (B) a
merger or consolidation effected to implement a recapitalization of the Company
(or similar transaction) in which no person (as hereinabove defined)
acquires more than 50% of the combined voting power of the Companys then
outstanding securities; or

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(4)
The stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or dispositions by the Company of all or
substantially all of the Company's assets.

5.
CONSEQUENCES OF TERMINATION.

a. Termination Without Cause
or for Good Reason. In the event of termination of the Executive's
employment hereunder by the Company without "cause" (other than upon death or
Disability) or by the Executive for "good reason" (each as defined in Section 4
hereof), the Executive shall be entitled to the following severance pay and
benefits:

(1)
Severance Pay. If terminated during the initial three-year Term, or any
extension Term, Executive shall receive severance payments for the remainder of
the Term or any extension Term in regular payroll increment payments; however,
in no event shall the Executive receive severance payments for a period less
than eighteen months following such termination (the Severance
Period.) The amount of severance payments throughout the entire Severance
Period shall be at a rate of the Executives base salary at the time of
termination. In the event the Executive terminates this agreement for good
reason due to a Change in Control as defined in section 4e hereof, the
Executive shall be paid by the Company the severance pay as outlined above, plus
an amount equal to the Executives most recent annual cash bonus. Such cash
bonus shall be divided by the number of months remaining in the Severance Period
with the quotient being added to each regular payroll payment to the Executive
throughout the Severance Period. In addition, any accrued but unpaid bonus shall
be paid in full.

(2)
Benefits Continuation. Continuation for the Severance Period of coverage under
the group medical care, disability and life insurance benefit plans or
arrangements in which the Executive is participating at the time of termination;
provided, however, that the Companys obligation to provide such coverage
shall be terminated if the Executive obtains comparable substitute coverage from
another employer at any time during the Severance Period. The Executive shall be
entitled, at the expiration of the Severance Period, to elect continued medical
coverage in accordance with Section 4980B of the Internal Revenue Code of 1986,
as amended (or any successor provision thereto); and

(3)
Stock Options and Warrants. Any Options or Warrants to purchase shares of the
Companys Common Stock held by the Executive immediately prior to
termination of employment within six months of a Change of Control or upon a
termination by the Company without Cause or by Executive for Good Reason shall
become immediately vested and exercisable, subject to the other terms of the
Warrant itself.

a. Other Terminations. In
the event of termination of the Executives employment hereunder for any
reason other than those specified in Section 5(a) hereof, the Executive shall be
paid salary through the date of termination except as may otherwise be provided
under award agreements relating to the Executive or applicable law. In addition,
the Executive shall not be entitled to any severance, bonus or other pay, or any
benefits continuation rights, except for benefits continuation rights as may
otherwise be provided (e.g., Cobra benefits) under the applicable benefit plans
relating to the Executive; provided, however, that upon termination for death or
Disability, the Company in its sole and absolute discretion, will grant to
Executive or his estate a pro rated bonus of up to the amount provided in
connection with a termination without cause. Any accrued but unpaid
bonus will be paid.

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6.
CONFIDENTIALITY. The Executive agrees that he will not at any time during
the Term hereof or at any time for a period of 3 years thereafter for any
reason, in any fashion, form or manner, either directly or indirectly, divulge,
disclose or communicate to any person, firm, corporation or other business
entity, in any manner whatsoever, any confidential information or trade secrets
concerning the business of the Company, including, without limiting the
generality of the foregoing, the techniques, methods or systems of its operation
or management, any information regarding its financial matters, or any other
material information concerning the business of the Company, its manner of
operation, its plans or other material data. The provisions of this Section 6
shall not apply to (i) information that is public knowledge other than as a
result of disclosure by the Executive in breach of this Section 6; (ii)
information disseminated by the Company to third parties in the ordinary course
of business; (iii) information lawfully received by the Executive from a third
party who, based upon inquiry by the Executive, is not bound by a confidential
relationship to the Company; or (iv) information disclosed under a requirement
of law or as directed by applicable legal authority having jurisdiction over the
Executive.

7.
INVENTIONS. The Executive is hereby retained in a capacity such that the
Executives responsibilities include the making of technical and managerial
contributions of value to the Company. The Executive hereby assigns to Company
all right, title and interest in such contributions and inventions made or
conceived by the Executive alone or jointly with others during the Employment
Period which relate to the business or of the Company. This assignment shall
include (a) the right to file and prosecute patent applications on such
inventions in any and all countries, (b) the patent applications filed and
patents issuing thereon, and (c) the right to obtain copyright, trademark or
trade name protection for any such work product. The Executive shall promptly
and fully disclose all such contributions and inventions to the Company and
assist the Company in obtaining and protecting the rights therein (including
patents thereon), in any and all countries; provided, however, that said
contributions and inventions will be the property of Company, whether or not
patented or registered for copyright, trademark or trade name protection, as the
case may be. Inventions conceived by the Executive which are not related to the
business of the Company, will remain the property of the Executive.

8.
NON-COMPETITION. The Executive agrees that he shall not during the
Employment Period and, if applicable, the Severance Period, without the approval
of the Board, directly or indirectly, alone or as partner, joint venturer,
officer, director, employee, consultant, agent, independent contractor or
stockholder (other than as provided below) of any company or business, engage in
any Competitive Business within the United States. For purposes of
the foregoing, the term Competitive Business shall mean any business
involved in development, marketing, sale or support of products or services
which can reasonably be expected to directly cause customers not to use the
Companys products or services. Notwithstanding the foregoing, the
Executive shall not be prohibited during the non-competition period applicable
above from acting as a passive investor where he owns not more than one percent
(1%) of the issued and outstanding capital stock of any publicly-held company.
During the period that the above non-competition restriction applies, the
Executive shall not, without the written consent of the Company, solicit any
employee of the Company or any current or future subsidiary or affiliate thereof
to terminate his or her employment.

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9.
BREACH OF RESTRICTIVE COVENANTS. The parties agree that a breach or
violation of Sections 6, 7 or 8 hereof will result in immediate and irreparable
injury and harm to the innocent party, who shall have, in addition to any and
all remedies of law and other consequences under this Agreement, the right to an
injunction, specific performance or other equitable relief to prevent the
violation of the obligation hereunder.

10.
NOTICE. For the purposes of this Agreement, notices, demands and all
other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or (unless otherwise
specified) mailed by United States certified or registered mail, return receipt
requested, postage prepaid, addressed as follows:

a.       If to the Company, to:
            
        U.S. Wireless Data, Inc.
            
        750 Lexington Avenue
            
        New York, New York 10022
            
        Attention:  Chief Executive Officer

b.       If to the Executive, to:
            
        Dean Michael Leavitt
            
        50 Catherine Road
            
        Scarsdale, NY  10583

or to such other respective
addresses as the parties hereto shall designate to the other by like notice,
provided that notice of a change of address shall be effective only upon receipt
thereof.

11.
ARBITRATION; LEGAL FEES. Except as provided in Section 9 hereof, any
dispute or controversy arising under or in connection with this Agreement shall
be settled exclusively by arbitration in the city or metropolitan area where the
Companys headquarters are then located, in accordance with the rules of
the American Arbitration Association then in effect. Judgment may be entered on
the arbitrators award in any court having jurisdiction. The Company shall
reimburse the Executive for all reasonable legal fees and costs and other fees
and expenses which the Executive may incur in respect of any dispute or
controversy arising against the Company under or in connection with this
Agreement; provided, however, that the Company shall not reimburse any such
fees, costs and expenses if the factfinder determines that the action brought by
the Executive was substantially without merit.

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12.
WAIVER OF BREACH. Any waiver of any breach of the Agreement shall not be
construed to be a continuing waiver or consent to any subsequent breach on the
part either of the Executive or of the Company.

13.
NON-ASSIGNMENT; SUCCESSORS. Neither party hereto may assign his or its
rights or delegates his or its duties under this Agreement without the prior
written consent of the other party; provided, however, that (i) this Agreement
shall inure to the benefit of and be binding upon the successors and assigns of
the Company upon any sale of all or substantially all of the Companys
assets, or upon any merger, consolidation or reorganization of the Company with
or into any other corporation, all as though such successors and assigns of the
Company and their respective successors and assigns were the Company; and (ii)
this Agreement shall inure to the benefit of and be binding upon the heirs,
assigns or designees of the Executive to the extent of any payments due to them
hereunder. As used in this Agreement, the term Company shall be
deemed to refer to any such successor or assign of the Company referred to in
the preceding sentence.

14.
WITHHOLDING OF TAXES. All payments required to be made by the Company to
the Executive under this Agreement shall be subject to the withholding of such
amounts, if any, relating to tax, and other payroll deductions as the Company
may reasonably determine it should withhold pursuant to any applicable law or
regulation.

15.
SEVERABILITY. To the extent any provision of this Agreement or portion
thereof shall be invalid or unenforceable, it shall be considered deleted
therefrom and the remainder of such provision and of this Agreement shall be
unaffected and shall continue in full force and effect.

16.
COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.

17.
GOVERNING LAW. This Agreement shall be construed, interpreted and
enforced in accordance with the laws of the State of New York, without giving
effect to the conflict of law principles thereof.

18.
ENTIRE AGREEMENT. This Agreement constitutes the entire agreement by the
Company and the Executive with respect to the subject matter hereof (except as
effected by the contents of the Warrant and the Indemnification Agreement which
shall govern with respect to their subject matter) and supersedes any and all
prior agreements or understandings between the Executive and the Company with
respect to the subject matter hereof, whether written or oral. This Agreement
may be amended or modified only by a written instrument executed by the
Executive and the Company.

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IN
WITNESS WHEREOF, the parties have executed this Agreement as of May 3, 1999.

U.S.
WIRELESS DATA, INC.
        
                
                
                
                
                
                
                
By: _____________________________
        
                
                
                
                
                
                
                
Rick J. DeVincenzo
        
                
                
                
                
                
                
                
Title:Senior Vice President and CFO        
                
                
                
                
                
                
                
THE EXECUTIVE
        
                
                
                
                
                
                
                
________________________________
        
                
                
                
                
                
                
                
Dean Michael Leavitt

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