CONSULTING AGREEMENT

This Consulting Agreement (the "Agreement"),  dated and effective as of July 25,
1997 is  entered  into by and  between  U.S.  WIRELESS  DATA,  INC.,  a Colorado
corporation  (herein  referred to as the  "Company")  and  LIVIAKIS  FINANCIAL-L
COMMUNICATIONS,  INC.,  a  California  corporation  (herein  referred  to as the
"Consultant").

                                    RECITALS

         WHEREAS,  Company is a publicly held  corporation with its common stock
traded through the OTC Bulletin Board; and

         WHEREAS,  Consultant has  experience in the area of corporate  finance,
investor communications and financial and investor public relations; and

         WHEREAS, Company desires to engage the services of Consultant to assist
and consult  with the  Company in matters  concerning  corporate  finance and to
represent the company in investors'  communications  and public  relations  with
existing shareholders, brokers, dealers and other investment professionals as to
the Company's current and proposed activities;

         NOW  THEREFORE,  in  consideration  of  the  promises  and  the  mutual
covenants and agreements  hereinafter set forth, the parties hereto covenant and
agree as follows

1. Term of  Consultancy . Company  hereby agrees to retain the Consultant to act
in a consulting  capacity to the Company,  and the  Consultant  hereby agrees to
provide services to the Company  commencing July 31, 1997 and ending on July 31,
1998.

2. Duties of Consultant.  The Consultant  agrees that it will generally  provide
the following  specified  consulting services through its officers and employees
during the term specified in Section I.:

      (a)Advise   and  assist  the  Company  in  developing   and   implementing
appropriate  plans and  materials  for  presenting  the Company and its business
plans, strategy and personnel to the financial community,  establishing an image
for the Company in the  financial  community,  and creating the  foundation  for
subsequent financial public relations efforts;
      (b)    Introduce the Company to the financial community-,
      (c) With the cooperation of the Company,  maintain an awareness during the
term of this Agreement of the Company's plans,  strategy and personnel,  as they
may  evolve   during  such  period,   and  advise  and  assist  the  Company  in
communicating   appropriate  information  regarding  such  plans,  strategy  and
personnel to the financial community;
      (d) Assist and advise the Company with respect to its (1)  stockholder and
investor  relations,  (ii) relations with brokers,  dealers,  analysts and other
investment professionals, and (iii) financial public relations generally-,
      (e)Perform  the  functions  generally  assigned  to   investor/stockholder
relations and public  relations  departments  in major  corporations,  including
responding to telephone and written
<PAGE>
inquiries  (which may be referred to the  Consultant by the Company);  preparing
press  releases for the Company with the Company's  involvement  and approval or
reviewing  press  releases,   reports  and  other   communications  with  or  to
shareholders,  the investment  community and the general  public;  advising with
respect to the timing,  form,  distribution  and other  matters  related to such
releases,  reports and communications;  and consulting with respect to corporate
symbols,  logos,  names, the presentation of such symbols,  logos and names, and
other matters relating to corporate image;
      (t)Upon the  Company's  approval,  disseminate  information  regarding the
Company  to  shareholders,   brokers,   dealers,   other  investment   community
professionals and the general investing public;
         (g) Upon the  Company's  approval,  conduct  meetings,  in person or by
telephone, with brokers, dealers, analysts and other investment professionals to
advise them of the Company's plans, goals and activities, and assist the Company
in  preparing  for press  conferences  and other forums  involving(,  the media,
investment professionals and the general investment public;
         (h)  At the  Company's  request,  review  business  plans,  strategies,
mission  statements  budgets,  proposed  transactions  and  other  plans for the
purpose  of  advising  the  Company  of the  investment  community  implications
thereof, and,
      (i)  Otherwise  perform as the  Company's  financial  relations and public
relations consultant.

         3. Allocation of Time and Energies.  The Consultant  hereby promises to
perform and discharge  well and  faithfully  the  responsibilities  which may be
assigned to the Consultant from time to time by the officers and duty authorized
representatives  of the Company in connection  with the conduct of its financial
and investor public  relations and  communications  activities,  so long as such
activities are in compliance  with applicable  securities laws and  regulations.
Consultant  shall  diligently  and thoroughly  provide the  consulting  services
required  hereunder.  Although no  specific  hours-per-day  requirement  will be
required,  Consultant  and the Company  agree that  Consultant  will perform the
duties set forth herein above in a diligent and professional manner. The parties
acknowledge and agree that a disproportionately large amount of the effort to be
expended and the costs to be incurred by the  Consultant  and the benefits to be
received by the Company are expected to occur upon and shortly after, and in any
event,  within  two  months  of  the  effectiveness  of  this  Agreement.  It is
explicitly understood that Consultant's performance of its duties hereunder will
in no way be  measured  by the  price of the  Company's  common  stock,  nor the
trading volume of the Company's  common stock.  It is also  understood  that the
Company is entering into this Agreement with Liviakis Financial  Communications,
Inc. ("LFC"), a corporation and not any individual member of LFC, and with such,
Consultant  will not be deemed to have  breached  this  Agreement if any member,
officer or director of LFC leaves the firm or dies or becomes  physically unable
to perform any meaningful activities during the term of the Agreement,  provided
the Consultant otherwise performs its obligations under this Agreement.

4.  Remuneration.  As full and complete  compensation for services  described in
this Agreement, the Company shall compensate Consultant as follows:

4.1     For  undertaking  this  engagement  and  for  other  good  and  valuable
        consideration  ,  the  Company  agrees  to  issue  and  deliver  to  the
        Consultant and Robert B. Prag, its Senior Vice  President,  herein after
        referred  to as  "Prag",  an  aggregate  of Ten  Thousand  Dollars  ($ 1
        0,000,00)  cash  and  300,000  unregistered,  restricted  shares  of the
        Company's common

                                       2.
<PAGE>
          stock  (the  "Common  Stock").   Said  shares  will  be  delivered  to
          Consultant on the following basis'.

          150,000  shares on  November  15,  1997 for  specific  services  to be
          rendered  in the  first  60 days  of the  Consulting  Agreement  which
          include  assisting  the company in the  recruitment  of  officers  and
          directors,  assisting the company in formulating its business plan and
          introducing the company to investment bankers, such shares being fully
          paid and  nonassessable  when  delivered to Consultant  and Prag.  The
          remaining  150,000 shares of Company common stock and the Ten Thousand
          Dollars ($10,000.00) in cash will be delivered in 10 equal consecutive
          monthly  installments  of  15,000  shares  and  One  Thousand  Dollars
          ($1,000.00) each, such shares being fully paid and nonassessable  when
          delivered to Consultant  and Prag,  with the  installments  due on the
          following dates:

                    15,000 shares and $1,000. 00 on November 15, 1997;
                    15,000 shares and $1,000. 00 on December 1, 1997;
                    15,000 shares and $1,000. 00 on January 1, 1998-1
                    15,000 shares and $ 1,000. 00 on February 1, 1998;
                    15,000 shares and $1,000. 00 on March 1, 1998;
                    15,000 shares and $1,000. 00 on April 1, 1998;
                    15,000 shares and $1,000. 00 on May, 1, 1998;
                    15,000 shares and $1,000. 00 on June 1, 1998;
                    15,000 shares and $1,000.  00 on July 1, 1998; and,  
                    15,000 shares and $1,000.  00 on August 1, 1998.


          This  Compensation  shall  be  delivered  to the  Consultant  and Prag
          promptly  on the dates  outlined  above and  shall,  when  issued  and
          delivered to Consultant  and Prag,  be fully paid and  non-assessable.
          The  Company  understands  and agrees  that  Consultant  has  foregone
          significant  opportunities  to  accept  this  engagement  and that the
          Company  derives  substantial  benefit  from  the  execution  of  this
          Agreement   and  the  ability  to  announce  its   relationship   with
          Consultant.  If the Company  decides to terminate this Agreement prior
          to  July 3 1,  1998  for  any  reason  whatsoever,  it is  agreed  and
          understood  that  Consultant or Prag will not be requested or demanded
          by the Company to return any of the shares or cash paid and  delivered
          to it  hereunder,  and the Company  agrees to  accelerate  and pay the
          Consultant  and Prag in full the entire  balance of the 300,000 shares
          of Common Stock and Ten Thousand  Dollars  ($10,000.00) due hereunder.
          One hundred (100%) percent of the cash payable to Consultant hereunder
          shall be paid to Liviakis Financial Communications,  Inc. Seventy-five
          percent (75%) of each increment of the Common Stock issued pursuant to
          this Agreement shall be evidenced by a stock certificate(s)  issued in
          the name of Liviakis  Financial  Communications,  Inc. and twenty-five
          percent (25%) of the Common Shares issued  pursuant to this  Agreement
          shall be  evidenced  by a stock  certificate(s)  issued in the name of
          Robert B. Prag.  The Common  Stock issued to the  Consultant  and Prag
          hereunder  shall  have  "piggyback"  registration  rights  and will be
          included in the next appropriate registration done by the Company. All
          registration costs shall be borne solely by the Company.  In the event
          the  Company  for  any  reason,   including  without   limitation  the
          unavailability  of authorized  but unissued  shares,  does not deliver
          certificates

                                       3.
<PAGE>
        representing  shares of the Company's  Common Stock as and when required
        hereunder,  the  Company  shall,  unless  the  time for  performance  is
        extended in writing by the  Consultant,  pay to  Consultant  and Prag in
        lieu of delivery of the shares of Common Stock with respect to which the
        Company is in  default,  an amount per  undelivered  share  equal to the
        average  closing  asked price per share of Common  Stock during the five
        trading  days  ending  with the day on which the  Company  was  required
        hereunder to deliver but failed to deliver such shares of Common Stock.

4.2     Consultant  and  Prag   (hereinafter   referred  to  as   "Consultants")
        acknowledge  that the shares of Common  Stock to be issued  pursuant  to
        this Agreement  (collectively,  the "Shares")  have not been  registered
        under  the  Securities  Act of 1933,  and  accordingly  are  "restricted
        securities"  within  the  meaning of Rule 144 of the Act.  As such,  the
        Shares may not be resold or transferred  unless the Company has received
        an opinion of counsel  reasonably  satisfactory to the Company that such
        resale or transfer is exempt from the registration  requirements of that
        Act.

4.3     In connection with the acquisition of Shares hereunder,  the Consultants
        represent and warrant to the Company as follows:

         (a) Consultants acknowledge that the Consultants have been afforded the
         opportunity  to  ask  questions  of  and  receive   answers  from  duly
         authorized officers or other  representatives of the Company concerning
         an investment in the Shares,  and any additional  information which the
         Consultants have requested.  

          (b) Consultants'  investment in restricted securities is reasonable in
          relation to the Consultants' net worth, which is in excess of ten (10)
          times the Consultants' cost basis in the Shares.  Consultants have had
          experience  in   investments   in  restricted   and  publicly   traded
          securities,  and  Consultants  have had  experience in  investments in
          speculative securities and other investments which involve the risk of
          loss of investment. Consultants acknowledges that an investment in the
          Shares is speculative and involves the risk of loss.  Consultants have
          the  requisite  knowledge to assess the  relative  merits and risks of
          this investment  without the necessity of relying upon other advisors,
          and Consultants  can afford the risk of loss of his entire  investment
          in the Shares.  Consultants are (1) accredited investors, as that term
          is defined in Regulation D  promulgated  under the  Securities  Act of
          1933,  and (ii) a purchaser  described in Section 25102 (f) (2) of the
          California Corporate Securities Law of 1968, as amended.

         (c)  Consultants  are  acquiring  the Shares for the  Consultants'  own
         account for long-term  investment  and not with a view toward resale or
         distribution  thereof except in accordance with  applicable  securities
         laws.


5.  Financing  "Finder's  Fee".  It is understood  that in the event  Consultant
introduces  Company,  or its  nominees,  to a lender  or equity  purchaser,  not
already having a preexisting  relationship with the Company,  with whom Company,
or its nominees, ultimately finances or causes the completion of such financing,
Company agrees to compensate  Consultant for such services with a "finder's fee"
in the amount of 2.5% of total gross funding provided by such

                                       4.
<PAGE>
tender or equity  purchaser,  such fee to be  payable  in cash.  This will be in
addition to any fees payable by Company to any other intermediary, if any, which
shall be per  separate  agreements  negotiated  between  Company  and such other
intermediary.

5,1        It is  further  understood  that  Company,  and  not  Consultant,  is
           responsible  to perform any and all due  diligence  on such lender or
           equity purchaser introduced to it by Consultant under this Agreement,
           prior  to  Company  receiving  funds.  However,  Consultant  will not
           introduce any parties to Company about which Consultant has any prior
           knowledge of questionable, unethical or illicit activities.

5.2       Company agrees that said  compensation to Consultant shall be paid in
           full  at  the  time  said   financing  is  closed.   Moreover,   said
           compensation,  will be a condition precedent to the closing,, of such
           funding or financing  and Company shall execute any and all documents
           necessary to effect said compensation.

5.3        As further  consideration  to Consultant,  Company,  or its nominees,
           agrees to pay with  respect to any  financing  provided  directly  or
           indirectly to the Company by any lender or equity  purchaser  covered
           by this  Section 5.  during the period of five years from the date of
           this Agreement, a fee to Consultant equal to that outlined in Section
           "5" herein.

5.4        Consultant  will  notify  Company  of   introductions  it  makes  for
           potential   sources  of   financing  in  a  timely   manner   (within
           approximately 3 days of introduction)  via facsimile memo. If Company
           has a  preexisting  relationship  with such nominee and believes such
           party  should be excluded  from this  Agreement,  then  Company  will
           notify  Consultant  immediately  of such  circumstance  via facsimile
           memo.

6.  Expenses.  Consultant  agrees to pay for all its expenses  (phone,  mailing,
labor, etc.), other than extraordinary items (travel required by/or specifically
requested  by the Company,  luncheons  or dinners to large groups of  investment
professionals,   mass  faxing  to  a  sizable   percentage   of  the   Company's
constituents,  investor conference calls, print  advertisements in publications,
etc.)  approved  by  the  Company  prior  to its  incurring  an  obligation  for
reimbursement.

7.   Indemnification.   The  Company  warrants  and  represents  that  all  oral
communications,  written  documents or materials  furnished to Consultant by the
Company  with  respect  to  financial  affairs,  operations,  profitability  and
strategic  planning of the Company are accurate and Consultant may rely upon the
accuracy thereof without  independent  investigation.  The Company will protect,
indemnify  and  hold  harmless  Consultant  against  any  claims  or  litigation
including  any  damages,  liability,  cost  and  reasonable  attorney's  fees as
incurred with respect  thereto  resulting  from  Consultant's  communication  or
dissemination of any said information,  documents or materials not designated by
the Company to the Consultant as "confidential" or "Company private",  excluding
any such claims or  litigation  resulting  from  Consultant's  communication  or
dissemination  of information not provided or authorized by the Company.  To the
extent feasible,  the Company agrees to make Consultant an additional insured on
any and all commercial  liability and directors and officers liability insurance
policies  and to provide  Consultant  with  current  Certificates  of  Insurance
reflecting the same.
                                       5.
<PAGE>
8.  Representations.  Consultant  represents that it is not required to maintain
any licenses and registrations under federal or any state regulations  necessary
to perform the services set forth herein.  Consultant  acknowledges that, to the
best of its  knowledge,  the  performance  of the  services set forth under this
Agreement will not violate any rule or provision of any regulatory agency having
'jurisdiction over Consultant.  Consultant acknowledges that, to the best of its
knowledge,  Consultant and its officers and directors are not the subject of any
investigation,  claim,  decree or judgment involving any violation of the SEC or
securities laws.  Consultant  further  acknowledges  that it is not a securities
Broker Dealer or a registered investment advisor.  Company acknowledges that, to
the best of its knowledge, that it has not violated any rule or provision of any
regulatory  agency having  jurisdiction over the Company.  Company  acknowledges
that,  to  the  best  of  its  knowledge,  Company  is not  the  subject  of any
investigation,  claim,  decree or judgment involving any violation of the SEC or
securities laws.

9. Legal  Representation.  The Company acknowledges that it has been represented
by independent  legal counsel in the preparation of this  Agreement.  Consultant
represents that they have consulted with  independent  legal counsel and/or tax,
financial and business advisors, to the extent the Consultant deemed necessary.

10. Status as Independent  Contractor.  Consultant's engagement pursuant to this
Agreement shall be as independent contractor, and not as an employee, officer or
other agent of the Company.  Neither party to this Agreement  shall represent or
hold itself out to be the employer or employee of the other.  Consultant further
acknowledges  the  consideration  provided  hereinabove  is a  gross  amount  of
consideration and that the Company will not withhold from such consideration any
amounts as to income taxes, social security payments or any other payroll taxes.
All such income  taxes and other such  payment  shall be made or provided for by
Consultant and the Company shall have no responsibility or duties regarding such
matters.  Neither the Company or the  Consultant  possess the  authority to bind
each other in any agreements  without the express  written consent of the entity
to be bound.

11.  Attorney's Fee. If any legal action or any arbitration or other  proceeding
is brought for the enforcement or interpretation  of this Agreement,  or because
of an alleged dispute,  breach,  default or misrepresentation in connection with
or related to this  Agreement,  the  successful  or  prevailing  party  shall be
entitled to recover  reasonable  attorneys'  fees and other costs in  connection
with that action or  proceeding,  in addition to any other relief to which it or
they may be entitled.

12.  Waiver.  The waiver by either  party of a breach of any  provision  of this
Agreement  by the other party shall not operate or be  construed  as a waiver of
any subsequent breach by such other party.

13. Notices. All notices,  requests, and other communications hereunder shall be
deemed to be duly given if sent by U.S. mail, postage prepaid,  addressed to the
other party at the address as set forth herein below:

                                       6.
<PAGE>
               To the Company-.
                     U.S. Wireless Data, Inc.
                     Mr. Rod Stambaugh, President
                     4851 Independence Street- Suite 189 Wheat Ridge, CO 80033



               To the Consultant-.  
                    Liviakis Financial  Communications,  Inc.
                    John M. Liviakis,  President
                    2420 "K" Street, Suite 220, Sacramento, CA 95816.


         It is  understood  that  either  party may change the  address to which
notices  for it shall be  addressed  by  providing  notice of such change to the
other party in the manner set forth in this paragraph.


14. Choice of Law,  Jurisdiction and Venue. This Agreement shall be governed by,
construed and enforced in accordance  with the laws of the State of  California.
The parties agree that Sacramento  County,  CA. will be the venue of any dispute
and will have jurisdiction over all parties.


15.  Arbitration.  Any  controversy  or claim arising out of or relating to this
Agreement, or the alleged breach thereof, or relating to Consultant's activities
or remuneration under this Agreement, shall be settled by binding arbitration in
California,  in accordance with the applicable rules of the American Arbitration
Association,  and judgment on the award rendered by the  arbitrator(s)  shall be
binding  on the  parties  and may be entered  in any court  having  jurisdiction
thereof  The  provisions  of Title 9 of Part 3 of the  California  Code of Civil
Procedure,   including  section  1283.05,  and  successor  statutes,  permitting
expanded  discovery  proceedings  shall be  applicable  to all disputes that are
arbitrated under this paragraph.


16.  Miscellaneous  Conditions.  Company and Consultant each agree to the follow
terms and conditions:

     a.) The Company  shall  arrange that all  insiders  and large  shareholders
     agree to a one year lockup agreement,  which would include all officers and
     directors-  and,  b.)  Company  will  provide  an Opinion  Letter  from the
     Company's  Corporate  Counsel  that  there  are no "Opt  Outs" in the class
     action lawsuit  settlement and further that there are no other  outstanding
     or pending(, legal actions against the Company
                                       7.
<PAGE>
17.  Complete  Agreement.  This Agreement  contains the entire  agreement of the
parties relating to the subject matter hereof.  This Agreement and its terms may
not be changed  orally but only by an agreement  in writing  signed by the party
against  whom  enforcement  of any waiver,  chance,  modification,  extension or
discharge is sought.


AGREED TO:
                                       8.
<PAGE>
                            U.S. WIRELESS DATA, INC.
                             SUBSCRIPTION AGREEMENT
                            For the Purchase of Units
                               Each Consisting of
                         875,000 Shares of Common Stock
                                       and
                         400,000 Stock Purchase Warrants


U.S. Wireless Data, Inc.
1123 Western Avenue
Mill Valley, California 94914
Ladies and Gentlemen:

     1.  General.   U.S.  Wireless  Data,  Inc.,  a  Colorado  corporation  (the
"Company"), is offering,  pursuant to Regulation D ("Regulation DI') promulgated
under  the-Securities  Act of  1933,  as  amended  (the  "Securities  Act"),  an
aggregate  of up to four (4)  units  (the  "Units"),  each  consisting  of eight
hundred  seventy-five  thousand  (875,000)  share of the Company's  Common Stock
("Common   Stock"),   and  warrants   ("Warrants")   expiring  August  1,  2002,
substantially  in the form of warrant  attached hereto as Exhibit A, to purchase
up to four  hundred  thousand  (400,000)  shares of Common  Stock at an exercise
price of One Cent ($0.01) per share.  The Units are being  offered at a price of
One Hundred twenty-five Thousand Dollars ($125,000) per Unit.

     2.  Subscription.  The  undersigned  subscriber  (the  "Purchaser")  hereby
irrevocably  subscribes  for and agrees to purchase  three- (3_)  Unit(s) for an
aggregate  purchase  price of  Three-Hundred  Seventy-Five  Thousand  Dollars ($
375.000.00.)  (the  -subscription  Price,') Funds  representing the Subscription
Price  shall be paid by the  Purchaser  to the Company  against  issuance of the
securities constituting the Units.

     3.  Representations,  Warranties and Covenants of Purchaser.  The Purchaser
hereby  acknowledges,  represents  and warrants to and covenants and agrees with
the company that:

         (a) Purchaser is an  "accredited  investor",  as defined in Rule 501 of
  Regulation 0 promulgated under the Securities Act.  Purchaser is acquiring the
  Units for  Purchaser's  own  account and not for the account or benefit of any
  other  person.  The  Units,  and the shares of Common  Stock and the  Warrants
  constituting  the Units and the shares of Common  Stock for which the Warrants
  may be  exercised  (collectively,  the  "Securities")  will be acquired by the
  Subscriber  in  good  faith  for  investment  and  not  with  a  view  to  the
  distribution  thereof.  The  Purchaser  does not  presently  intend to sell or
  otherwise  dispose of all or any part of the Securities upon the occurrence or
  nonoccurrence of any predetermined event;

<PAGE>
(b) The Purchaser is willing and able to bear the economic risk of an investment
  in the Units in an amount equal to the amount the Purchaser has  subscribed to
  purchase,  and the Purchaser has adequate means of providing for current needs
  and reasonably anticipated contingencies and has no need for liquidity in such
  investment.  In making these statements,  the Purchaser has taken into account
  (i) that Purchaser may have to hold the  Securities  for an indefinite  period
  and (ii) that the Purchaser  could  experience a complete loss of  Purchaser's
  investment in the Units;

(c)      Purchaser;

                    (i) has been  provided with copies of all of the reports and
           other documents filed by the Company with the Securities and Exchange
           Commission  pursuant  to the  Securities  Exchange  Act of  1934,  as
           amended (the "Exchange Act"), during the past twelve months;

                    (ii) has been given the  opportunity to ask questions of the
           Company and its  management  concerning the Company,  the Units,  the
           terms and conditions of the offering and other matters  pertaining to
           this  investment,  in order for  Purchaser to evaluate the merits and
           risks of an  investment  in the Units,  and  Purchaser  has  received
           satisfactory responses to all such questions; and

                    (iii)  acknowledges  that  the  Units  were not  offered  to
           Purchaser by way of any general solicitation or advertising and at no
           time was the  Purchaser  presented  with or solicited by means of any
           leaflet,  public promotional meeting,  circular,  radio or television
           advertisement, newspaper or magazine article;

           (d) Since the  offer  and sale of the Units and of the  Common  Stock
  issuable  upon  exercise of the Warrants  have not been  registered  under the
  Securities Act in reliance upon Regulation D among other provisions, Purchaser
  will only offer or resell the Securities in compliance  with the provisions of
  all applicable securities laws and regulations. Purchaser will offer or resell
  the Securities only if the Securities are registered  under the Securities Act
  or an exemption  from such  registration,  including  without  limitation  the
  exemption afforded under Rule 144, is available.  Unless such registration has
  been effected or such an exemption is available,  the Company shall not permit
  the transfer of the Securities.

                    The  Purchaser  understands  and agrees that the company may
  take such reasonable steps as it deems  appropriate to ensure  compliance with
  the offer, resale and other restrictions on transfer and conversion  contained
  in this Subscription Agreement
                                        2
<PAGE>
(the  "Agreement")  or  arising  under  applicable  securities  laws,  including
instituting  "stop  transfer"  instructions  with respect to the  Securities and
endorsing   restrictive  legends,   such  as  the  following,   on  certificates
representing the Securities:

         Of the  securities  represented  by  this  Certificate  have  not  been
         registered   under  the   Securities  Act  of  1933,  as  amended  (the
         "Securities  Act")  and are  "restricted  securities"  as that  term is
         defined in Rule 144 under the Securities Act. The securities may not be
         offered for sale, sold or otherwise  transferred  except pursuant to an
         effective  registration  statement under the Securities Act or pursuant
         to an exemption from registration under the Securities Act."

         (e) The execution  and delivery of this  Agreement by Purchaser and the
consummation  by Purchaser of the  transactions  contemplated  by this Agreement
will not violate any statute or law or any judgment,  decree, order,  regulation
or rule of any court or  governmental  authority by which Purchaser is bound or,
if  Purchaser  is other  than a natural  person,  the  charter,  bylaws or other
instruments under, which Purchaser is formed and its activities are governed.

     4.  Representations  and Warranties of a The Company hereby  represents and
warrants to the Purchaser as follows:

          (a) The Company has filed all reports and other materials  required by
     the Exchange Act to be filed with the  Securities  and Exchange  Commission
     during  the past 12  months.  All such  reports  and  materials  have  been
     complete  and  accurate  and have  complied  with the  requirements  of the
     Exchange  Act in all  material  respects  and did not  contain  any  untrue
     statement of a material fact or omit to state any material  fact  necessary
     in order to make the statements  therein, in the light of the circumstances
     existing at such dates, not misleading.

          (b) The  Company is, and at the time of the  issuance  and sale of the
     Units will be, a corporation  duly organized,  validly existing and in good
     standing  under the laws of  Colorado.  The Company has, and at the Closing
     Date will have,  full power and  authority  to conduct  all the  activities
     conducted  by it, to own or lease all the assets  owned or leased by it and
     to  conduct  its  business  as  described  in the  reports  referred  to in
     paragraph (a) above.

          (c) The Company has full  corporate  power and authority to enter into
     this  Agreement.  This  Agreement  has been duly  authorized,  executed and
     delivered by the Company and  constitutes a valid and binding  agreement of
     the Company and is enforceable  against the Company in accordance  with the
     terms hereof.
                                        3
<PAGE>
          (d) The  Securities  to be  delivered  at the  Closing  have been duly
     authorized  and when  issued  for  consideration  as  contemplated  in this
     Agreement  will  be  validly  issued  and   outstanding,   fully  paid  and
     non-assessable.

     5.  Covenants  of  Company.  The  Company  covenants  and  agrees  with the
Purchaser as follows:

          (a) Following an exercise of the Warrants,  the Company will cause its
     transfer agent promptly,  at the Company's  expense,  to issue certificates
     evidencing  the  shares  of  Common  Stock  being  purchased  through  such
     exercise.  In the event  the  Company  for any  reason,  including  without
     limitation the  unavailability of authorized but unissued shares,  does not
     cause the prompt issuance of such certificates,  the Company shall upon the
     written demand of the Purchaser  redeem from the Purchaser the Warrants the
     Purchaser attempted to exercise or otherwise pay to the Purchaser by way of
     liquidated damages for such breach against cancellation of such Warrants an
     amount per warrant equal to the remainder calculated by subtracting (i) the
     Warrant  exercise price from (ii) average  closing asked price per share of
     Common  Stock during the five trading days ending with the day on which the
     Purchaser exercises or attempts to exercise the Warrant.

          (b) Promptly  following  the written  request of the  purchasers  of a
     majority of the Units, the Company, at its expense,  will prepare, file and
     prosecute  diligently to  effectiveness a registration  statement under the
     Securities Act, which  registration  statement shall provide for the resale
     by the Purchaser of the shares of Common Stock (i) constituting part of the
     Units,  (ii) for which the  Warrants  had been or may be  exercised,  (iii)
     which are otherwise held by Purchaser, or (iv) which Purchaser then has the
     right to acquire.  The Company shall also prepare and file such  amendments
     and  'supplements  to  such  registration   statement  and  the  prospectus
     contained  therein  as may be  necessary  to make  available  a  prospectus
     meeting the  requirements of the Securities Act on as continuous a basis as
     practicable  for such period as any Warrants  issued pursuant hereto remain
     outstanding and for two years thereafter.

          (c) So long as any Warrants issued pursuant hereto remain  outstanding
     and for two years thereafter,  the company (i) will timely file all reports
     and other materials it is required to file pursuant to the Exchange Act and
     (ii) will not take any action to terminate the  registration  of its common
     Stock pursuantto the Exchange Act.

          (d)  Diligently  seek  qualified  candidates  to  serve  as (i)  chief
     executive   officer,    (ii)   chief   financial   officer,    (iii)   vice
     president-sales,  and  (iv) at least  two  non-employee  directors  for the
     Company; afford Purchaser an opportunity to meet with any candidate to whom
     the Company proposes to offer such a position;

                                        4
<PAGE>
     and offer such a position  (or  nomination  therefore)  to such a candidate
     only if such  candidate  is  approved  by  purchasers  of a majority of the
     Units.

          (e) Extend the  registration  rights  provided in the  Warrants to all
     shares  of  Common  Stock  which  the  Purchaser  at the  time Of any  such
     registration owns or has the right to acquire.

     6. The  representations  and warranties  contained in this Agreement  shall
remain  operative and in full force and effect  regardless of any  investigation
made  by any  party  hereto,  or  acceptance  of any of the  Units  and  Payment
therefor.

     7. Acceptance-. it Is understood and agreed that the Company shall have the
right to accept or reject this subscription, in whole or in part, for any reason
and that this Agreement shall not be binding upon the Company until so accepted.
Purchaser  understands  that the Company will notify it promptly upon acceptance
or rejection of this subscription.

     8. closing. Following acceptance of this subscription, the Units subscribed
for  hereunder  shall be  delivered  to the  Purchaser  against  payment  of the
aggregate  Subscription Price therefor at a Closing which shall be held no later
than August 8, 1997.

     9.  Irrevocability.  The Purchaser hereby agrees that this  Subscription is
irrevocable.

     10. miscellaneous.

           (a)      All notices or other communications given or made
hereunder  shall be in writing and shall be delivered or mailed by registered or
certified mail, return receipt requested,  postage prepaid,  to the Purchaser at
its  address  set forth on the  signature  page below and to the  Company at its
principal executive office.

         (b) This  Agreement  may be amended  only by a writing  executed by all
parties.

         (c) This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective heirs, successors and assigns.

         (d) All pronouns  contained herein and any variations  thereof shall be
deemed to refer to the masculine,  feminine,  or neuter,  singular or plural, as
the identity of the parties hereto may require.

<PAGE>
     (e) This Agreement may be executed in several  counterparts,  each of which
shall be deemed an original but all of which together  shall  constitute one and
the same instrument.

     (f) This  Agreement  shall be governed by and construed in accordance  with
the laws of the State of California.

                       ALTERNATIVE SIGNATURE--PAGES FOLLOW
                       -----------------------------------

        The Purchaser  should  complete and sign one of the following  signature
pages.  One signature page is for use by individuals and the other is for use by
entities (e.g., corporation, partnership, trust).

         IN  MAKING  AN  INVESTMENT  DECISION  INVESTORS  MUST RELY ON THEIR OWN
         EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING,  INCLUDING THE
         TS AND RISKS INVOLVED.  THESE  SECURITIES HAVE NOT BEEN  RECOMMENDED BY
         ANY FEDERAL OR STATE  SECURITIES  COMMISSION OR  REGULATORY  AUTHORITY.
         FURTHERMORE,  THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY
         OR DETERMINED THE ADEQUACY OF THIS DOCUMENT.  ANY REPRESENTATION TO THE
         CONTRARY IS A CRIMINAL OFFENSE.

         THESE  SECURITIES ARE SUBJECT TO  RESTRICTIONS ON  TRANSFERABILITY  AND
         RESALE AND MAY NOT BE  TRANSFERRED  OR RESOLD EXCEPT AS PERM = ED UNDER
         THE  SECURITIES  ACT OF 1933,  AS  AMENDED,  AND THE  APPLICABLE  STATE
         SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION FROM.  INVESTORS
         SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE  FINANCIAL  RISKS
         OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
<PAGE>


                            U.S. Wireless Data, Inc.

                         offering of Units Consisting of
                       875,000 Shares of Common stock and
           warrants to Purchase up to 400, 000 Shares of Common Stock

                (Signature Page for Subscription by Individuals)

(Check One)

                    INDIVIDUAL OWNERSHIP

                    (one signature Required Below)

                    JOINT TENANTS

                    (TWO Signatures Required Below)

                    TENANTS IN COMMON

                  (Two Signatures Required Below)
<PAGE>
                                   EXHIBIT "A"


                  WARRANT TO PURCHASE SHARES OF COMMON STOCK OF
                U.S. WIRELESS DATA, INC., A COLORADO CORPORATION.

         THE WARRANT  REPRESENTED BY THIS  CERTIFICATE  AND THE SHARES OF COMMON
STOCK ISSUABLE UPON THE EXERCISE OF THE WARRANT HAVE NOT BEEN  REGISTERED  UNDER
THE SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT"),  OR REGISTERED OR QUALIFIED
UNDER THE  SECURITIES  LAWS OF ANY STATES AND THUS MAY NOT BE  OFFERED,  SOLD OR
OTHERWISE  TRANSFERRED  UNLESS  REGISTERED  UNDER  THAT  ACT AND  REGISTERED  OR
QUALIFIED  UNDER  APPLICABLE  SECURITIES  LAW OR UNLESS AN  EXEMPTION  FROM SUCH
REGISTRATION OR QUALIFICATION IS AVAILABLE.


         This Common Stock Purchase  Warrant,  made as of the 4th day of August,
1997, by and between U.S. WIRELESS DATA, Inc., a Colorado  corporation,  having-
its principal  executive offices at 4851 Independence  Street;  Suite 189; Wheat
Ridge, CO 800-')3 (the "Company"),  and I having a principal business address at
2420 "K" Street; Suite 220, Sacramento, California 95816.

                                   WITNESSETH:


         This Warrant is  exercisable  at any time,  or from time to time,  from
January 15, 1998 up to and including 5:00 p.m.  Pacific daylight time, on August
4, 2002.


         I .    Warrant.
         ---------------

     This certifies that, or assigns ("Warrant Holder"), is entitled, subject to
the terms set forth  below,  to purchase  from the Company up to Thousand  fully
paid and nonassessable shares of Common Stock of the Company ("Common Stock") at
an exercise price of One Cent ($0.01) per share ("Exercise Price"). The Exercise
Price and number of shares of Common Stock  issuable upon exercise  hereof shall
be subject to adjustment as provided in this Warrant.

         2.     Exercise Price.
         ----------------------

         The exercise  price shall be One Cent ($.01) per share of Common Stock.
The Company  shall pay all original  issue or transfer  taxes on the exercise of
this  Warrant  and all  other  fees and  expenses  incurred  by the  Company  in
connection herewith.
<PAGE>
          Exercise of Warrant.
          --------------------

         All of the Warrants  ,ranted  hereby shall first become  exercisable on
January 15, 1998. Subject to the provisions of Paragraph 4 hereof, such Warrants
shall be  exercisable in whole or in part at any time and from time to time from
January 15, 1998 through 5-.00 p.m. Pacific daylight time on August 4, 2002.

         In order to exercise the purchase right  represented by this Warrant in
whole or in part,  the  Warrant  Holder  shall  deliver to the Company a written
notice  substantially  in the form of Notice of Exercise of Warrants to Purchase
Shares  attached  hereto,  delivery  to be effected  by  personal  delivery,  by
overnight courier or by registered or certified mail, return receipt  requested,
addressed to the Company at Its principal office.  Such notice shall specify the
number of shares which Warrant Holder is purchasing under this Warrant Agreement
and shall be accompanied by the Warrant  certificate and payment (in the form of
cash or certified or bank cashier's  check) for the shares so being,,  purchased
at the Exercise Price of One Cent ($0.01) per share of Common Stock.

         As soon as  practicable  thereafter  but in any event  within  five (5)
business  days,  Company  shall  cause to be  delivered  to the  Warrant  Holder
certificates issued in the Warrant Holder's name evidencing,  the full number of
S hares as to which this Warrant was  exercised by the Warrant  Holder.  Warrant
Holder  shall be  considered  to be the  holder  and  owner of the  Shares to be
evidenced by such  certificates  as of the close of business on the date Company
received the notice of exercise  accompanied by payment, as contemplated herein,
without  regard  to  the  date  of  actual   issuance  of  the  certificate  (s)
representing- such Shares.

         4.       Divisibility and Assignability of the Warrant.
         -------------------------------------------------------

         (a) The  Warrant  Holder may elect to  exercise  the right to  purchase
shares under this Warrant in whole or in part at any time and from time to time,
subject to the provisions of Paragraph 3 above, with respect to any whole number
of Shares included  therein,  but in no event may an election be may to purchase
less than ten thousand  (10,000)  shares at any one time,  unless the  remaining
shares covered by this Warrant number less than ten thousand (I 0,000), in which
case this Warrant may be exercised for such remaining balance.

         (b) This Warrant can be  transferred or assigned in whole or in part in
increments  of no less rights to purchase  ten thousand  (10,000)  shares if the
transferor  delivers an opinion of counsel reasonably  acceptable to the Company
(which counsel may be the counsel for the Company), stating,, that such transfer
is exempt from the registration requirements of the Securities Act of 19'1'), as
amended,  and the registration and qualification  requirements  under applicable
state law.

Upon due presentment for transfer or exchange of this Warrant certificate at the
principal  office of the Company,  a new Warrant  certificate or certificates of
like tenor and  evidencing in the  aggregate a like number of Warrants  shall be
issued in exchange for this Warrant  certificate.  Subject to the terms  hereof,
the  Company  shall  deliver  Warrant  certificates  in  required  whole  number
denominations  to Warrant Holders in connection  with any transfer,  exchange or
partial exercise permitted hereunder.

                                        2
<PAGE>
          5 .      Stock as Investment.
          -----------------------------

         By  accepting,,  this  Warrant,  the Warrant  Holder  agrees that it is
Warrant  Holder's  Intention to purchase  Shares  hereunder for  investment  and
without any view towards the resale or distribution thereof. In the event Shares
to be issued upon the election to purchase  shares  Lender this Warrant have not
been  registered at the time of proposed  issuance  under the  Securities Act of
19-'I'),  as amended (the "Securities Act"), the Warrant Holder shall deliver to
the Company at the time of such issuance a written  representation  that warrant
holder is acquiring(@ such Shares in good faith for investment purposes only and
not for resale or  distribution.  Company may place a "stop transfer" order with
respect  to such  Shares  with its  transfer  a(Tent  and  place an  appropriate
restrictive legend on the stock certificate(s)  evidencing such Shares, in order
to prevent  transfers unless such Shares are registered under the Securities Act
or an exemption  from the  registration  requirements  of the  Securities Act is
applicable.

         6.      Conditions to Issuance of Shares,
         -----------------------------------------

         The Company shall issue and deliver  certificates  for Shares purchased
upon the exercise of any portion of the Warrant granted hereunder.

         7.       Registration Rights.
         -----------------------------

         (a) If, at any time  during the  exercise  period  hereof and the three
years  following  any  exercise  hereunder,  the  Company  proposes  to  file  a
registration  statement  with  respect to any class of  securities  (other  than
pursuant to a registration  statement on Forms S-4 or S-8 or any successor form)
under the  Securities  Act, the Company shall notify the Warrant Holder at least
twenty  (20) days prior to the filing of such  registration  statement  and will
offer to include in such registration statement all or any portion of the shares
of Common  Stock then owned by the Warrant  Holder or which the  Warrant  Holder
then has the right to acquire,  weather  pursuant to this  Warrant or  otherwise
(collectively the "Shares").  In a written notice to be delivered to the Company
within  twenty  (20) days after  receipt of any such notice  from  Company,  the
Warrant  Holder  shall state the number of Shares that it wishes to register for
resale and distribution publicly under the proposed registration statement.  The
Company will use its best efforts, through its officers, directors, auditors and
counsel in all matters  necessary  or  advisable,  to file at least one (1) such
registration  statement  by May 15,  1998.  The  Company  will also use its best
efforts,  through its officers,  directors,  auditors and counsel in all matters
necessary or advisable, to include within the coverage of each such registration
statement  (except as  hereinafter  provided) the Shares that Warrant Holder has
advised  company  that  Warrant  Holder  wishes  to  register  pursuant  to such
registration  statement  for resale and  distribution,  to  prosecute  each such
registration   statement   diligently  to  effectiveness,   and  to  cause  such
registration  statement to become  effective as promptly as  practicable In that
re(lard,  the company makes no representation or warranties as to its ability to
have any registration statement declared effective.

                                                                    
         All  registrations  requested  pursuant  to  this  Paragraph  7 (a) are
referred to herein as  "Piggy-back  Registrations."  In the event the Company is
advised  by the  staff  of the  SEC,  NASDAQ  or any  self-regulatory  or  state
securities  agency that the  inclusion of the Shares will  prevent,  preclude or
materially delay the effectiveness of a registration statement filed, the
<PAGE>
Company,  in good faith,  may amend such  registration  statement to exclude the
Shares without  otherwise  affecting,,  the Warrant Holder's rights to any other
registration statement herein.

     (I)Primary  Registrations.  If a Piggyback  Registration is an underwritten
primary  registration on behalf of the Company,  and if the underwriter  thereof
advises  the  Company  in  writing,  that in Its  opinion  the  number of Shares
requested to be included in such registration  statement exceeds the number that
can be  sold in such  offering  without  materially  adversely  affecting,,  the
distribution of such securities by the company, then the Company will include in
such  registration  statement first, the securities that the Company proposes to
sell and second,  the securities  requested to be included in such  registration
statement by selling Securityholders,  such right to Inclusion being apportioned
pro rata among the Warrant Holder and the other holders of any other  securities
requesting  registration  according-  to the  market  value of Shares  and other
securities requested to be registered.

         Notwithstanding  the above,  if any such  underwriter  shall advise the
Company in writing that the  distribution  of the Shares being-  included in the
registration  statement concurrently with the securities being registered by the
Company would materially adversely affect the distribution of such securities by
the Company,  then the Warrant Holder shall delay its offering and sale for such
period ending on the earliest of (a) 180 days  following  the effective  date of
the Company's registration statement, (b) the earliest date that, in the opinion
of such underwriter,  such adverse effect would no longer be caused, or (c) such
date as the Company,  managing  underwriter  and Warrant Holder shall  otherwise
agree. In the event of such delay,  the Company shall file such  supplements and
post-effective amendments and take any such other actions as may be necessary or
appropriate to permit such Warrant Holder to make its proposed offering and sale
for a period of at least ninety (90) days commencing  immediately  following the
end of such period of delay.  If any party  disapproves of the terms of any such
underwriting,  it may  elect to  withdraw  therefrom  by  written  notice to the
Company,  the  underwriter  and  the  Warrant  Holder.   Notwithstanding,,   the
foregoing,  the  Company  shall not be  required  to include  Shares  within the
coverage of a  registration  statement  being filed pursuant to this Paragraph 7
(a) (i) if, in the opinion of counsel  for both the Company and Warrant  Holder,
all of the Shares  proposed  to be  registered  may be  immediately  transferred
pursuant to the provisions of Rule 144 under the Securities Act.

     (II) Priority on Secondary  Registrations.  If a Piggyback Registration is
an underwritten secondary registration on behalf of holders of securities of the
Company,  and the underwriter thereof advises the Company in writing that it its
opinion  the number of Shares  requested  to be  included  in such  registration
statement  exceeds  the  number  which  can be sold in such  offering,,  without
materially adversely affecting,,  the distribution of such securities,  then the
Company will include in such registration  statement the securities requested to
be included in Such registration  statement by selling  Securityholders on a pro
rata basis,  with such  rights to  inclusion  being,,  apportioned  among,,  the
Warrant  Holder  and  the  other  holders  of any  other  securities  requesting
registration  according(,  to the market  value of Shares  and other  securities
requested  by  them,  respectively,   to  be  registered.   Notwithstanding  the
foregoing,  the Company  shall not be required  to  'include  Shares  within the
coverage of a  registration  statement  being filed pursuant to this Paragraph 9
(a) (11) 'if, in the opinion of counsel for both the Company and

                                        4

<PAGE>
Warrant  Holder,  all of the Shares proposed to be registered may be immediately
transferred pursuant to the provisions of Rule 144 under the Securities Act.

         (b) If at any time after August 4, 1998 and prior to the third  (-')rd)
anniversary  of the earlier of the  expiration of the Warrant herein ,ranted and
the purchase of the final  Shares  remaining,,  subject to such  Warrant  Shares
issued or issuable  upon  exercise of the Warrant  herein  (,ranted are not then
registered  under one or more  Piggyback  Registrations  and then  covered  by a
prospectus  complying with the  requirements  of the Securities Act, the Warrant
Holder  i-nay  by  written  notice  to the  Company  require  Company  to file a
registration statement Lender the Securities Act covering such Shares as Warrant
Holder may  specify in such  notice.  Warrant  Holder  shall be  entitled  so to
require  Company to file a registration  statement  pursuant to this Paragraph 7
(b) on only  one ( 1)  occasion.  The  Company  will  file  such a  registration
statement within ninety (90) days of receipt of such notice, and thereafter will
prosecute such registration  statement  diligently to effectiveness,  will cause
such registration statement to become effective as promptly as practicable; will
promptly  file  all  such  supplements  and  post-effective  amendments  to such
registration  statement  and take any such other  actions as may be necessary or
appropriate  to make  available to Warrant Holder on as continuous a basis as is
practicable a prospectus  meeting the requirements of the Securities Act through
the  earliest  of (a) the date on which  the  final  Shares  have  been sold and
distributed by Warrant Holder,  (b) the date on which, in the opinion of counsel
for both the Company and Warrant Holder,  all of the Shares which Warrant Holder
then holds may be immediately transferred pursuant to the provisions of Rule 144
under the  Securities  Act, and (c) August 4, 2004. In that regard,  the Company
makes  no   representations  or  warranties  as  to  its  ability  to  have  any
registration statement or post-effective amendment thereto declared effective.

         (c) In the event of any  registration  of a security  pursuant  to this
Paragraph 7, the Company shall indemnify the Warrant Holder and its officers and
directors  against all losses,  claims,  damages and  liabilities  caused by any
untrue statement or alleged untrue statement of a material fact contained in any
registration  statement or prospectus (and as amended or supplemented)  relating
to such  registration,  or caused by any omission or alleged omission to state a
material fact  required to be stated  therein or necessary to make the statement
therein not misleading in light of the  circumstances  under which they are made
unless such  statement or omission was made in reliance  upon and in  conformity
with  information  furnished to the Company by the Warrant Holder with expressly
for use therein.  The Warrant  Holder  shall also  indemnify  the  Company,  its
officers and directors  and each  underwriter  of the Shares so registered  with
respect to losses,  claims  damages  and Shares so  registered  with  respect to
losses, claims damages and liabilities caused by an untrue statement or omission
made in  reliance  upon and in  conformity  with  information  furnished  by the
Warrant Holder to the Company in writing  expressly for use in such registration
statement or prospectus.

         (d) All expenses of any  registration  referred to in this Paragraph 7,
except the fees and disbursement of counsel to the Warrant Holder,  underwriting
commissions  or  discounts  and any  transfer or other taxes  applicable  to the
transfer of Shares by the Warrant Holder, shall be borne by the Company.

                                        5
<PAGE>
     (e) Following  the exercise of the Warrant  hereunder,  the Warrant  Holder
shall promptly advise the Company when Warrant Holder no longer holds any shares
acquired  through  the  exercise  of Warrants  granted  hereunder,  and upon the
request of the Company, the Warrant Holder shall advise the Company from time to
time of the number of Shares  then held by Warrant  Holder  which were  acquired
through the exercise of Warrants granted hereunder.

         8.       Adjustments Upon Changes in Capitalization.

         (a) In the event of  changes  in the  outstanding  Common  Stock of the
Company  by reason of stock  dividends,  stock  splits,  reverse  stock  splits,
recapitalization's,   consolidations,   combinations,   exchanges   of   shares,
separations,  reorganizations,  liquidation's  or any  similar  events or events
having  similar  consequences,  the  number  and class of Shares as to which the
Warrant may be exercised shall be correspondingly  adjusted so that for the same
aggregate  exercise  price the Warrant  Holder  shall be entitled to acquire the
securities and other  property  Warrant Holder would have held if Warrant Holder
had exercised  'its rights to purchase  shares under this Warrant  Agreement for
the number of Shares  under  consideration  prior to the first of such events to
occur and  continued  to hold such  Shares  and all other  securities  and other
property  issued  with  respect  thereto  in  connection  with such  events.  No
adjustment  shall be made with  respect  to cash  dividends  or  non-liquidating
dividends  payable  in  property  other than cas,  so long as  Company  provides
Warrant  Holder  with  written  notice of any such  proposed  dividend  at least
fifteen (I 5) days prior to the record  date for such  dividend.  Company  shall
also give Warrant  Holder  prompt  written  notice of any event  resulting in an
adjustment under this Paragraph 8 (a), including a detailed  computation of such
adjustment.

         (b)  Any  adjustment  in the  number  and  kind  of  Shares  and  other
securities shall apply  proportionately  to only the unexercised  portion of the
Warrant at the time of the event given rise to the adjustment. If fractions of a
Share would result from any such adjustment,  the adjustment shall be revised to
the next  hi,)-her  whole  number of Shares  so long as such  increase  does not
result in the  holder  of the  Warrant  being  deemed to own more than 5% of the
total combined voting,, power or value of all classes of stock of the Company or
its  subsidiaries,  in which  case the  adjustment  shall be revised to the next
lower whole number of Shares.

         9.      Effect of Mergers, consolidations or Sales of Assets.

         In the event Company should  propose to merge or  consolidate  with, or
engage in some other form of business combination with, any other corporation or
entity on a basis in which Company is not to be the surviving entity,  then as a
condition  precedent  to  proceeding  with such merger,  consolidation  or other
business  combination,  the Company shall require the surviving entity to assume
and perform  all of  Company's  obligations  under the right to acquire the same
securities  and  property for the Warrant  exercise  price  specified  herein as
Warrant  Holder would have received if Warrant  Holder had exercised the Warrant
immediately prior to such merger,  consolidation or other business  combination.
To the extent the above may be  inconsistent  with Sections 424 (a) ( 1) and (2)
of the Code, the above shall be deemed interpreted so as to comply therewith.

                                        6
<PAGE>
         10,     No Rights in Warrant Stock.

         Warrant  Holder  shall  have no rights as a  shareholder  in respect of
Shares as to which the  Warrant  hereunder  shall  not have been  exercised  and
payment made as herein provided.


         11.     Effect Upon Employment.

         This Agreement does not give the Warrant Holder any right to employment
by, or any other relationship with, the Company.

         12.    Binding Effect.

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

         13. Miscellaneous.

         This  Agreement  shall be  construed  under  the  laws of the  State of
California  applied to agreements made and to be performed  entirely within such
State.  Headings have been included herein for convenience of reference only and
shall not be deemed a part of this Agreement.  The Company shall pay any and all
documentary,  stamp or other transactional taxes attributable to the issuance or
delivery of shares of Common Stock of the Company  upon  exercise of all or part
of this Warrant.

         In WITNESS WHEREOF,  the parties have executed this Agreement as of the
day and year first above written.


"Company"                              U.S. WIRELESS DATA, Inc.
<PAGE>
                NOTICE OF EXERCISE OF WARRANT TO PURCHASE SHARES
                ------------------------------------------------



TO      U.S. WIRELESS DATA, INC.



     The undersigned hereby elects to exercise the purchase right represented by
that Warrant dated as of August 4, 1997,  between U.S.  Wireless Data,  Inc. and
the  undersigned  with an exercise  price of One Cent  ($0.01),  and to purchase
under that Warrant,  ) shares of Common Stock of U.S.  Wireless Data,  Inc., and
hereby makes  payment in the form of cash or certified or bank  cashier's  check
for the Shares so being  purchased  at the  exercise  price of One Cent  ($0.01)
therefor as specified in Paragraph 2 of the Warrant Agreement, and requests that
the certificates for those shares be issued in the name of, and delivered to



                                                      Signature

Social Security or Taxpayer I.D. Number:
Instructions for issuance of stock:
                                      Name
                                 Street Address
                               City State Zip Code

                                        8
<PAGE>
                            U.S. WIRELESS DATA, INC.
                             SUBSCRIPTION AGREEMENT
                            For the Purchase of Units
                               Each Consisting of
                         875,000 Shares of Common Stock
                                       and
                         400,000 Stock Purchase Warrants


U.S. Wireless Data, Inc.
1123 Western Avenue
Mill valley, California 94914
Ladies and Gentlemen:

     1.  General.   U.S.  Wireless  Data,  Inc.,  a  Colorado  corporation  (the
"Company"), is offering,  pursuant to Regulation D ("Regulation DI') promulgated
under  the  Securities  Act of 1933,  as  amended  (the  "Securities  Act"),  an
aggregate  of up to four (4)  units  (the  "Units"),  each  consisting  of eight
hundred  seventy-five  thousand  (875,000)  share of the company's  Common Stock
("Common  Stock"),   and  warrants   ("'Warrants")   expiring  August  1,  2002,
substantially  in the form of warrant  attached hereto as Exhibit A, to purchase
up to four  hundred  thousand  (400,000)  shares of common  Stock at an exercise
price of One Cent ($0.01) per share.  The Units are being  offered at a price of
One Hundred twenty-five Thousand Dollars ($125,000) per Unit.

     2.  Subscription.  The  undersigned  subscriber  (the  "Purchaser")  hereby
irrevocably  subscribes  for and  agrees to  purchase  one (1 )  Unit(s)  for an
aggregate purchase price of One hundred twenty-five  thousand Dollars 125,000.09
(the "Subscription  Price,,) a representing the Subscription Price shall be paid
by the Purchaser to @e Company against  issuance of the securities  constituting
the Units.

     3.  Representations,  Warranties and Covenants of Purchaser.  The Purchaser
hereby  acknowledges,  represents  and warrants to and covenants and agrees with
the Company that:

          (a) Purchaser is an "accredited  investor",  as defined in Rule 501 of
     Regulation D promulgated  under the Securities Act.  Purchaser is acquiring
     the Units for Purchaser's own account and not for the account or benefit of
     any other  person.  The  Units,  and the  shares  of  Common  Stock and the
     Warrants  constituting  the Units and the shares of Common  Stock for which
     the Warrants  may be exercised  (collectively,  the  "Securities")  will be
     acquired by the Subscriber in good faith for investment and not with a view
     to the  distribution  thereof.  The Purchaser does not presently  intend to
     sell or  otherwise  dispose of all or any part of the  Securities  upon the
     occurrence or nonoccurrence of any predetermined event;

<PAGE>

          (b) The  Purchaser is willing and able to bear the economic risk of an
     investment  in the Units in an amount equal to the amount the Purchaser has
     subscribed to purchase,  and the Purchaser has adequate  means of providing
     for current needs and reasonably anticipated  contingencies and has no need
     for liquidity in such investment. In making these statements, the Purchaser
     has taken into account (i) that  Purchaser may have to hold the  Securities
     for an  indefinite  period and (ii) that the Purchaser  could  experience a
     complete loss of Purchaser's investment in the Units;

          (c) Purchaser;

                    (i) has been  provided with copies of all of the reports and
           other documents filed by the Company with the Securities and Exchange
           Commission  pursuant  to the  Securities  Exchange  Act of  1934,  as
           amended (the "Exchange Act") , during the past twelve months;

                    (ii) has been given the  opportunity to ask questions of the
           company and its  management  concerning the Company,  the Units,  the
           terms and conditions of the offering and other matters  pertaining to
           this  investment,  in order for  Purchaser to evaluate the merits and
           risks of an  investment  in the Units,  and  Purchaser  has  received
           satisfactory responses to all such questions; and

                    (iii)  acknowledges  that  the  Units  were not  offered  to
           Purchaser by way of any general solicitation or advertising and at no
           time was the  Purchaser  presented  with or solicited by means of any
           leaflet,  public promotional meeting,  circular,  radio or television
           advertisement, newspaper or magazine article;

           (d) since the offer and sale of the Units and of the Common

  Stock  issuable upon exercise of the Warrants have not boon  registered  under
  the  Securities  Act in reliance  upon  Regulation  0 among other  provisions,
  Purchaser  will only offer or resell the  Securities  in  compliance  with the
  provisions of all applicable  securities laws and regulations.  Purchaser will
  offer or resell the Securities only if the Securities are registered under the
  Securities  Act or an  exemption  from such  registration,  including  without
  limitation the exemption  afforded  under Rule 144, is available.  Unless such
  registration has been affected or such an exemption is available,  the Company
  shall not permit the transfer of the Securities.

                    The  Purchaser  understands  and agrees that the Company may
  take such reasonable steps as it deems  appropriate to ensure  compliance with
  the offer, resale and other restrictions on transfer and conversion  contained
  in this Subscription Agreement
                                        2
<PAGE>
  (the  "Agreement")  or arising under  applicable  securities  laws,  including
  instituting  "stop transfer"  instructions  with respect to the Securities and
  endorsing  restrictive  legends,  such  as  the  following,   on  certificates
  representing the Securities:

         to the  securities  represented  by  this  Certificate  have  not  been
         registered   under  the   Securities  Act  of  1933,  as  amended  (the
         "Securities  Act")  and are  "restricted  securities"  as that  term is
         defined in Rule 144 under the Securities Act. The securities may not be
         offered for sale, sold or otherwise  transferred  except pursuant to an
         effective  registration  statement under the Securities Act or pursuant
         to an exemption from registration under the Securities Act."

          (e) The execution and delivery of this  Agreement by Purchaser and the
     consummation  by  Purchaser  of  the  transactions   contemplated  by  this
     Agreement  will not  violate any  statute or law or any  judgment,  decree,
     order ' regulation or rule of any court or governmental  authority by which
     Purchaser  is bound or, if Purchaser  is other than a natural  person,  the
     charter,  bylaws or other  instruments  under which Purchaser is formed and
     its activities are governed.

     4.  Representations and Warrants The Company hereby represents and warrants
to the Purchaser as follows:

          (a) The Company has filed all reports and other materials  required by
     the Exchange Act to be filed with the  Securities  and Exchange  Commission
     during  the past 12  months.  All such  reports  and  materials  have  been
     complete  and  accurate  and have  complied  with the  requirements  of the
     Exchange  Act in all  material  respects  and did not  contain  any  untrue
     statement of a material fact or omit to state any material  fact  necessary
     in order to make the statements  therein, in the light of the circumstances
     existing at such dates, not misleading.

          (b) The  Company is, and at the time of the  issuance  and sale of the
     Units will be, a corporation  duly organized,  validly existing and in good
     standing  under the laws of  Colorado.  The Company has, and at the Closing
     Date will have,  full power and  authority  to conduct  all the  activities
     conducted  by it, to own or lease all the assets  owned or leased by it and
     to  conduct  its  business  as  described  in the  reports  referred  to in
     paragraph (a) above.

          (c) The Company has full  corporate  power and authority to enter into
     this  Agreement.  This  Agreement  has been duly  authorized,  executed and
     delivered by the Company and  constitutes a valid and binding  agreement of
     the Company and is enforceable  against the company in accordance  with the
     terms hereof.
                                        3
<PAGE>
          (d) The  Securities  to be  delivered  at the  Closing  have been duly
     authorized  and when  issued  for  consideration  as  contemplated  in this
     Agreement  will  be  validly  issued  and   outstanding,  fully  paid  and
     non-assessable.

     5.  Covenants of an The Company  covenants and agrees with the Purchaser as
follows:

          (a) Following an exercise of the Warrants,  the company will promptly,
     at  the  Company's   expense,   to  cause  its  transfer  agent  pro  issue
     certificates  evidencing the shares of Common Stock being purchased through
     such exercise.  In the event the Company for any reason,  including without
     limitation the  unavailability of authorized but unissued shares,  does not
     cause the prompt issuance of such certificates,  the Company shall upon the
     written demand of the Purchaser  redeem from the Purchaser the Warrants the
     Purchaser attempted to exercise or otherwise pay to the Purchaser by-way of
     liquidated damages for such breach against cancellation of such Warrants an
     amount per Warrant- equal to the remainder  calculated by  subtracting  (i)
     the Warrant  exercise price from (ii) average closing asked price per share
     of Common  Stock  during the five trading days ending with the day on which
     the Purchaser exercises or attempts to exercise the Warrant.

          (b) Promptly  following  the written  request of the  purchasers  of a
     majority of the 'Units, the Company, at its expense, will prepare, file and
     prosecute  diligently to  effectiveness a registration  statement under the
     Securities Act, which  registration  statement shall provide for the resale
     by the Purchaser of the shares of Common Stock (i) constituting part of the
     Units,  (ii) for which the  Warrants  had been or may be  exercised,  (iii)
     which are otherwise  held by Purchaser ' or (iv) which  Purchaser  then has
     the  right to  acquire.  The  Company  shall  also  prepare  and file  such
     amendments  and  supplements  to  such   registration   statement  and  the
     prospectus  contained  therein  as may be  necessary  to make  available  a
     prospectus  meeting the requirements of the Securities Act on as continuous
     a basis as  practicable  for such period as any  Warrants  issued  pursuant
     hereto remain outstanding and for two years thereafter.

          (c) So long as any Warrants issued pursuant hereto remain  outstanding
     and for two years thereafter,  the company (i) will timely file all reports
     and other materials it is required to file pursuant to the Exchange Act and
     (ii) will not take any action to terminate the  registration  of its common
     Stock pursuant to the Exchange Act.

          (d)  Diligently  seek  qualified  candidates  to  serve  as (i)  chief
     executive   officer   ,  (ii)   chief   financial   officer,   (iii)   vice
     president-sales,  and  (iv) at least  two  non-employee  directors  for the
     Company; afford Purchaser an opportunity to meet with any candidate to whom
     the Company proposes to offer such a position;

                                        4
<PAGE>
     and offer such a position (or nomination therefor) to such a candidate only
     if such candidate is approved by purchasers of a majority of the units.

          (e) Extend the  registration  rights  provided in the  Warrants to all
     shares  of  Common  Stock  which  the  Purchaser  at the  time of any  such
     registration owns or has the right to acquire.

         6. IV . The representations and warranties  contained in this Agreement
shall  remain  operative  and  in  full  force  and  effect  regardless  of  any
investigation  made by any party  hereto,  or acceptance of any of the Units and
payment therefor.

         7. Acceptance.  It is understood and agreed that the Company shall have
the right to accept or reject this  subscription,  in whole or in part,  for any
reason and that this  Agreement  shall not be  binding  upon the  Company  until
co-accepted. Purchaser understands that the Company will notify it promptly upon
acceptance or rejection of this subscription.

         8.  Closing.  Following  acceptance  of this  subscription,  the  Units
subscribed for hereunder shall be delivered to the Purchaser  against payment of
the aggravate  Subscription  Price  therefor at a Closing which shall be held no
later than August 8, 1997.

         9.  Irrevocability.  The Purchaser hereby agrees that this subscription
is irrevocable.

           10.      Miscellaneous.

          (a) All notices or other  communications given or made hereunder shall
     be in writing and shall be delivered or mailed by  registered  or certified
     mail, return receipt  requested,  postage prepaid,  to the Purchaser at its
     address  set forth on the  signature  page below and to the  Company at its
     principal executive office.

          (b) This  Agreement  may be amended only by a writing  executed by all
     parties.

          (c) This  Agreement  shall be  binding  upon  and  shall  inure to the
     benefit of the parties hereto and their  respective  heirs,  successors and
     assigns.

          (d) All pronouns  contained herein and any variations thereof shall be
     deemed to refer to the masculine,  feminine, or neuter, singular or plural,
     as the identity of the parties hereto may require.

                                        5
<PAGE>
          (e) This  Agreement may be executed in several  counterparts,  each of
     which  shall  be  deemed  an  original  but  all of  which  together  shall
     constitute one and the same instrument.

          (f) This  Agreement  shall be governed by and  construed in accordance
     with the laws of the State of California.

                       ALTERNATIVE SIGNATURE PAGES FOLLOW
                       ----------------------------------

          The Purchaser should complete and sign one of the following  signature
     pages.  One signature page is for use by individuals  and the other is f or
     use by entities (a. g. , corporation, partnership, trust).

         IN  MAKING  AN  INVESTMENT  DECISION  INVESTORS  MUST RELY ON THEIR OWN
         EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING,  INCLUDING THE
         MERITS AND RISKS INVOLVED.  THESE  SECURITIES HAVE NOT BEEN RECOMMENDED
         BY ANY FEDERAL OR STATE SECURITIES  COMMISSION OR REGULATORY AUTHORITY.
         FURTHERMORE- THE FOREGOING  AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY
         OR DETERMINED THE ADEQUACY OF THIS DOCUMENT.  ANY REPRESENTATION TO THE
         COUNTY IS A CRIMINAL OFFENSE.

         THESE  SECURITIES ARE SUBJECT TO  RESTRICTIONS ON  TRANSFERABILITY  AND
         RESALE AND MAY NOT BE TRANSFERRED  OR RESOLD EXCEPT AS PERMITTED  UNDER
         THE  SECURITIES  ACT OF 1933,  AS  AMENDED,  AND THE  APPLICABLE  STATE
         SECURITIES  LAWS,  PURSUANT TO  REGISTRATION  OR  EXEMPTION  THEREFROM.
         INVESTORS  SHOULD  BE  AWARE  THAT  THEY  MAY BE  REQUIRED  TO BEAR THE
         FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
<PAGE>
                            U.S. wireless Data, Inc.

                         offering of Units consisting of
                       875,000 Shares of Common stock and
            warrants to Purchase up to 400, 000 Shares of Colon Stock
                (Signature Page for Subscription by individuals)
                                   (Check One)

                    INDIVIDUAL OWNERSHIP
                    (One signature Required Below)
                    
                     JOINT TENANTS
                    (TWO signatures Required Below)
          
                     TENANTS
                    (Two Signatures Required Below)

                    (Two signatures required Below)      

             Number of Units subscribed for: one

             Aggregate Subscription Price for units subscribed for: 125,000.00

     (Please print or type all  information  exactly as you wish it to appear on
the Company's records)

Rcbert B. Prag
--------------
Name(s) of Subscriber(s)

1 Sable
Sacramento, CA 95864
--------------------
Residence Address

2420 K Street, Suite 220, Sacramento, CA  95816
-----------------------------------------------
mailing Address (if different from above)
           (916) 448-6084       (916) 448-6089       (916) 481-7779
  Telephone: (Business)           (Facsimile)         (Residential)

  DATED:        August 4, 1997
<PAGE>
                                   EXHIBIT "A"
                                   -----------

                  WARRANT TO PURCHASE SHARES OF COMMON STOCK OF
                  ---------------------------------------------
                U.S. WIRELESS DATA, INC., A COLORADO CORPORATION.
                -------------------------------------------------

         THE WARRANT  REPRESENTED BY THIS  CERTIFICATE  AND THE SHARES OF COMMON
STOCK ISSUABLE UPON THE EXERCISE OF THE WARRANT HAVE NOT BEEN  REGISTERED  UNDER
THE SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT"),  OR REGISTERED OR QUALIFIED
UNDER THE  SECURITIES  LAWS OF ANY STATES AND THUS MAY NOT BE  OFFERED,  SOLD OR
OTHERWISE  TRANSFERRED  UNLESS  REGISTERED  UNDER  THAT  ACT AND  REGISTERED  OR
QUALIFIED  UNDER  APPLICABLE  SECURITIES  LAW OR UNLESS AN  EXEMPTION  FROM SUCH
REGISTRATION OR QUALIFICATION IS AVAILABLE.


         This Common Stock Purchase  Warrant,  made as of the 4th day of August,
1997, by and between U.S. WIRELESS DATA, INC., a Colorado  corporation,  having-
its principal  executive offices at 4851 Independence  Street;  Suite 189, Wheat
Ridge, CO 800-')3 (the "Company"),  and I having a principal business address at
2420 "K" Street; Suite 220, Sacramento, California 95816.

                                   WITNESSETH


         This Warrant is  exercisable  at any time,  or from time to time,  from
January 15, 1998 up to and  including)- 5 - 00 p.m.  Pacific  daylight  time, on
August 4, 2002.


         1.      Warrant.
         ----------------

     This certifies  that,  _____________________________  or assigns  ("Warrant
Holder"),  is entitled,  subject to the terms set forth below,  to purchase from
the Company up to Thousand fully paid and  nonassessable  shares of Common Stock
of the Company  ("Common  Stock") at an exercise  price of One Cent  ($0.01) per
share  ("Exercise  Price").  The  Exercise  Price and number of shares of Common
Stock  issuable upon exercise  hereof shall be subject to adjustment as provided
in this Warrant.

                  Exercise Price.
                  ---------------

         The exercise  price shall be One Cent ($.01) per share of Common Stock.
The Company  shall pay all original  issue or transfer  taxes on the exercise of
this  Warrant  and all  other  fees and  expenses  Incurred  by the  Company  in
connection herewith.
<PAGE>
         3      Exercise of Warrant.
         ---------------------------

         All of the Warrants  ,ranted  hereby shall first become  exercisable on
January 15, 1998. Subject to the provisions of Paragraph 4 hereof, such Warrants
shall be  exercisable in whole or in part at any time and from time to time from
January 15, 1998 through 5:00 P.m. Pacific daylight time on August 4, 2002.

         In order to exercise the purchase right  represented by this Warrant in
whole or in part,  the  Warrant  Holder  shall  deliver to the Company a written
notice  substantially  in the form of Notice of Exercise of Warrants to Purchase
Shares  attached  hereto,  delivery  to be effected  by  personal  delivery,  by
overnight courier or by registered or certified mail, return receipt  requested,
addressed to the Company at its principal office.  Such notice shall specify the
number of shares which Warrant Holder is purchasing under this Warrant Agreement
and shall be accompanied by the Warrant  certificate and payment (in the form of
cash or certified or bank cashier's  check) for the shares so being purchased at
the Exercise Price of One Cent ($0.01) per share of Common Stock.

As soon as  practicable  thereafter  but in any event  within five (5)  business
days,  Company  shall cause to be delivered to the Warrant  Holder  certificates
issued in the Warrant  Holder's name  evidencing the full number of Shares as to
which this Warrant was exercised by the Warrant Holder.  Warrant Holder shall be
considered  to be the  holder and owner of the  Shares to be  evidenced  by such
certificates as of the close of business on the date Company received the notice
of exercise  accompanied by payment, as contemplated  herein,  without regard to
the date of actual issuance of the certificate (s) representing such Shares.

         4.       Divisibility and Assignability of the Warrant.
         -------------------------------------------------------

         (a) The  Warrant  Holder may elect to  exercise  the right to  purchase
shares under this Warrant in whole or in part at any time and from time to time,
subject to the provisions of Paragraph 3 above, with respect to any whole number
of Shares included  therein,  but in no event may an election be may to purchase
less than ten thousand  (10,000)  shares at any one time,  unless the  remaining
shares covered by this Warrant number less than ten thousand (I 0,000), in which
case this Warrant may be exercised for such remaining balance.

         (b) This Warrant can be  transferred or assigned in whole or in part in
increments  of no less rights to purchase  ten thousand  (10,000)  shares if the
transferor  delivers an opinion of counsel reasonably  acceptable to the Company
(which  counsel may be the counsel for the Company),  stating that such transfer
is exempt from the registration  requirements of the Securities Act of 193'), as
amended,  and the registration and qualification  requirements  under applicable
state law.

Upon due presentment for transfer or exchange of this Warrant certificate at the
principal  office of the Company,  a new Warrant  certificate or certificates of
like tenor and  evidencing in the  aggregate a like number of Warrants  shall be
issued in exchange for this Warrant  certificate.  Subject to the terms  hereof,
the  Company  shall  deliver  Warrant  certificates  in  required  whole  number
denominations  to Warrant Holders in connection  with any transfer,  exchange or
partial exercise permitted hereunder.
                                        2
<PAGE>
          5 . Stock as Investment.
          ------------------------

         By accepting this Warrant, the Warrant Holder agrees that it is Warrant
Holder's  intention to purchase Shares  hereunder for investment and without any
view  towards  the resale or  distribution  thereof.  In the event  Shares to be
issued upon the  election to purchase  shares  Lender this Warrant have not been
registered at the time of proposed  issuance under the Securities Act of 19')'),
as amended (the  "Securities  Act"),  the Warrant  Holder  shall  deliver to the
Company  at the time of such  issuance  a written  representation  that  warrant
holder is acquiring such Shares in ,good faith for investment  purposes only and
not for resale or  distribution.  Company may place a "stop transfer" order with
respect  to such  Shares  with its  transfer  agent  and  place  an  appropriate
restrictive legend on the stock certificate(s)  evidencing Such Shares, in order
to prevent  transfers unless such Shares are registered under the Securities Act
or an exemption  from the  registration  requirements  of the  Securities Act is
applicable.

         6.     Conditions to Issuance of Shares.
         ----------------------------------------

         The Company shall issue and deliver  certificates  for Shares purchased
upon the exercise of any portion of the Warrant granted hereunder.

         7.       Registration Rights.
         -----------------------------

         (a) If, at any time  during the  exercise  period  hereof and the three
(')) years  following  any exercise  hereunder,  the Company  proposes to file a
registration  statement  with  respect to any class of  securities  (other  than
pursuant to a registration  statement on Forms S-4 or S-8 or any successor form)
under the  Securities  Act, the Company shall notify the Warrant Holder at least
twenty  (20) days prior to the filing of such  registration  statement  and will
offer to include in such registration statement all or any portion of the shares
of Common  Stock then owned by the Warrant  Holder or which the  Warrant  Holder
then has the right to acquire,  weather  pursuant to this  Warrant or  otherwise
(collectively the "Shares").  In a written notice to be delivered to the Company
within  twenty  (20) days after  receipt of any such notice  from  Company,  the
Warrant  Holder  shall state the number of Shares that it wishes to register for
resale and distribution  publicly Lender tile proposed  registration  statement.
The Company will use its best efforts, through its officers, directors, auditors
and counsel in all matters necessary or advisable, to file at least one (1) such
registration  statement  by May 15,  1998.  The  Company  will also use its best
efforts,  through its officers,  directors,  auditors and counsel in all matters
necessary or advisable, to include within the coverage of each such registration
statement  (except as  hereinafter  provided) the Shares that Warrant Holder has
advised  company  that  Warrant  Holder  wishes  to  register  pursuant  to such
registration  statement  for resale and  distribution,  to  prosecute  each such
registration   statement   diligently  to  effectiveness,   and  to  cause  such
registration  statement to become  effective as promptly as  practicable In that
regard,  the company makes no  representation or warranties as to its ability to
have any registration statement declared effective.

         All  registrations  requested  pursuant  to  this  Paragraph  7 (a) are
referred  to herein as  "Piggyback  Registrations."  In the event the Company is
advised  by the  staff  of the  SEC,  NASDAQ  or any  self-regulatory  or  state
securities  agency that the  inclusion of the Shares will  prevent,  preclude or
materially delay the effectiveness of a registration statement filed, the
<PAGE>

Company,  In good faith,  may amend such  registration  statement to exclude the
Shares without I otherwise affecting(,  the Warrant Holder's rights to any other
registration statement herein.

                  (1) Primary  Registrations.  If a Piggyback Registration is an
underwritten  primary  registration  on  behalf  of  the  Company,  and  if  the
underwriter  thereof  advises the Company in  writing(,  that In its opinion the
number of Shares requested to be included in such registration statement exceeds
the  number  that  can be sold in such  offering  without  materially  adversely
affecting,, the distribution of such securities by the company, then the Company
will include in such  registration  statement  first,  the  securities  that the
Company proposes to sell and second, the securities  requested to be included in
such registration statement by selling Securityholders,  such right to inclusion
being apportioned pro rata among the Warrant Holder and the other holders of any
other securities requesting registration according to the market value of Shares
and other securities requested to be registered.

         Notwithstanding  the above,  if any such  underwriter  shall advise the
Company in writing that the  distribution  of the Shares  being  included in the
registration statement concurrently with the securities being- registered by the
Company would materially adversely affect the distribution of such securities by
the Company,  then the Warrant Holder shall delay its offering and sale for such
period ending,,  on the earliest of (a) 180 days following the effective date of
the Company's registration statement, (b) the earliest date that, in the opinion
of such underwriter,  such adverse effect would no longer be caused, or (c) such
date as the Company,  managing  underwriter  and Warrant Holder shall  otherwise
agree. In the event of such delay,  the Company shall file such  supplements and
post-effective amendments and take any such other actions as may be necessary or
appropriate to permit such Warrant Holder to make its proposed offering and sale
for a period of at least ninety (90) days commencing  immediately  following the
end of such period of delay.  If any party  disapproves of the terms of any such
underwriting,  it may  elect to  withdraw  therefrom  by  written  notice to the
Company, the underwriter and the Warrant Holder. Notwithstanding, the foregoing,
the Company  shall not be required to include  Shares  within the  coverage of a
registration  statement  being filed pursuant to this Paragraph 7 (a) (i) if, in
the  opinion of counsel for both the  Company  and  Warrant  Holder,  all of the
Shares proposed to be registered may be immediately  transferred pursuant to the
provisions of Rule 144 under the Securities Act,

                  (II)  Priority  on  Secondary  Registrations.  If a Piggyback
Registration is an underwritten  secondary  registration on behalf of holders of
securities of the Company,  and the  underwriter  thereof advises the Company in
writing  that it its  opinion the number of Shares  requested  to be included in
such  registration  statement  exceeds  the  number  which  can be  sold in such
offering  without  materially  adversely  affecting  the  distribution  of  such
securities,  then the Company will include in such  registration  statement  the
securities  requested to be included in such registration  statement by selling,
Securityholders  on a pro rata  basis,  with  such  rights  to  inclusion  being
apportioned  among  the  Warrant  Holder  and the  other  holders  of any  other
securities requesting  registration  according to the market value of Shares and
other   securities   requested  by  them,   respectively,   to  be   registered.
Notwithstanding  the  foregoing  the  Company  shall not be  required to include
Shares within the coverage of a registration  statement  being filed pursuant to
this Paragraph 9 (a) (ii) if, in the opinion of counsel for both the Company and

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<PAGE>
Warrant  Holder,  all of the Shares proposed to be registered may be immediately
transferred pursuant to the provisions of Rule 144 under the Securities Act.

                                                                 
         (b) If at any time after August 4, 1998 and prior to the third  (-')rd)
anniversary  of the earlier of the  expiration of the Warrant herein granted and
the  purchase of the final  Shares  remaining,  subject to such  Warrant  Shares
issued or issuable  upon  exercise of the  Warrant  herein  granted are not then
registered  under one or more  Piggyback  Registrations  and then  covered  by a
prospectus  complying with the  requirements  of the Securities Act, the Warrant
Holder  i-nay  by  written  notice  to the  Company  require  Company  to file a
registration statement Lender the Securities Act covering Such Shares as Warrant
Holder may  specify In Such  notice.  Warrant  Holder  shall be  entitled  so to
require  Company to file a registration  statement  pursuant to this Paragraph 7
(b) on only  one  (1)  occasion.  The  Company  will  file  such a  registration
statement within ninety (90) days of receipt of such notice; and thereafter will
prosecute such registration  statement  diligently to effectiveness,  will cause
such registration statement to become effective as promptly as practicable; will
promptly  file  all  such  supplements  and  post-effective  amendments  to such
registration  statement  and take any such other  actions as may be necessary or
appropriate  to make  available to Warrant Holder on as continuous a basis as is
practicable a prospectus  meeting the requirements of the Securities Act through
the  earliest  of (a) the date on which  the  final  Shares  have  been sold and
distributed by Warrant Holder,  (b) the date on which, in the opinion of counsel
for both the Company and Warrant Holder,  all of the Shares which Warrant Holder
then holds may be immediately transferred pursuant to the provisions of Rule 144
under the  Securities  Act, and (c) August 4, 2004. In that regard,  the Company
makes  no   representations  or  warranties  as  to  its  ability  to  have  any
registration statement or post-effective amendment thereto declared effective.

         (c) In the event of any  registration  of a security  pursuant  to this
Paragraph 7, the Company shall indemnify the Warrant Holder and its officers and
directors  against all losses,  claims,  damages and  liabilities  caused by any
untrue statement or alleged untrue statement of a material fact contained in any
registration  statement or prospectus (and as amended or supplemented)  relating
to such  registration,  or caused by any omission or alleged omission to state a
material fact  required to be stated  therein or necessary to make the statement
therein not misleading in light of the  circumstances  under which they are made
unless such  statement or omission was made in reliance  upon and in  conformity
with  information  furnished to the Company by the Warrant Holder with expressly
for use therein.  The Warrant  Holder  shall also  indemnify  the  Company,  its
officers and directors  and each  underwriter  of the Shares so registered  with
respect to losses,  claims  damages  and Shares so  registered  with  respect to
losses, claims damages and liabilities caused by an untrue statement or omission
made in  reliance  upon and in  conformity  with  information  furnished  by the
Warrant Holder to the Company in writing  expressly for use in such registration
statement or prospectus.

         (d) All expenses of any  registration  referred to in this Paragraph 7,
except the fees and disbursement of counsel to the Warrant Holder,  underwriting
commissions  or  discounts  and any  transfer or other taxes  applicable  to the
transfer of Shares by the Warrant Holder, shall be borne by the Company.

                                        5
<PAGE>
     (e) Following  the exercise of the Warrant  hereunder,  the Warrant  Holder
shall promptly advise the Company when Warrant Holder no longer holds any shares
acquired  through  the  exercise  of Warrants  granted  hereunder,  and upon the
request of the Company, the Warrant Holder shall advise the Company from time to
time of the number of Shares  then held by Warrant  Holder  which were  acquired
through the exercise of Warrants granted hereunder.

                  8. Adjustments Upon Changes in Capitalization,

     (a) In the event of changes in the outstanding  Common Stock of the Company
by  reason  of  stock   dividends,   stock   splits,   reverse   stock   splits,
recapitalization's,   consolidations,   combinations,   exchanges   of   shares,
separations,  reorganizations,  liquidation's  or any  similar  events or events
haven,,  similar  consequences,  the  number and class of Shares as to which the
Warrant may be exercised shall be correspondingly  adjusted so that for the same
aggregate  exercise  price the Warrant  Holder  shall be entitled to acquire the
securities and other  property  Warrant Holder would have held if Warrant Holder
had  exercised its rights to purchase  shares Lender this Warrant  Agreement for
the number of Shares  under  consideration  prior to the first of such events to
occur and  continued  to hold such  Shares  and all other  securities  and other
property  issued  with  respect  thereto  in  connection  with such  events.  No
adjustment  shall be made with  respect  to cash  dividends  or  non-liquidating
dividends  payable  in  property  other than cas,  so long as  Company  provides
Warrant  Holder  with  written  notice of any such  proposed  dividend  at least
fifteen (I 5) days prior to the record  date for such  dividend.  Company  shall
also give Warrant  Holder  prompt  written  notice of any event  resulting in an
adjustment under this Paragraph 8 (a), including a detailed  computation of such
adjustment.

     (b) Any  adjustment  in the number and kind of Shares and other  securities
shall apply  proportionately  to only the unexercised  portion of the Warrant at
the time of the event  given rise to the  adjustment.  If  fractions  of a Share
would result from any such  adjustment,  the adjustment  shall be revised to the
next higher whole number of Shares so long as such  increase  does not result in
the holder of the Warrant being deemed to own more than 5% of the total combined
voting  power  or  value  of  all  classes  of  stock  of  the  Company  or  its
subsidiaries,  in which case the  adjustment  shall be revised to the next lower
whole number of Shares.

           9.     Effect of Mergers, consolidations or Sales of Assets.

         In the event Company should  propose to merge or  consolidate  with, or
engage in some other form of business combination with, any other corporation or
entity on a basis in which Company is not to be the surviving entity,  then as a
condition  precedent  to  proceeding  with such merger,  consolidation  or other
business  combination,  the Company shall require the surviving entity to assume
and perform  all of  Company's  obligations  under the right to acquire the same
securities  and  property for the Warrant  exercise  price  specified  herein as
Warrant  Holder would have received if Warrant  Holder had exercised the Warrant
immediately prior to such merger,  consolidation or other business  combination.
To the extent the above may be  inconsistent  with Sections 424 (a) ( 1) and (2)
of the Code, the above shall be deemed interpreted so as to comply therewith.

                                        6
<PAGE>
         10.     No Rights in Warrant Stock.

         Warrant  Holder  shall  have no rights as a  shareholder  in respect of
Shares as to which the  Warrant  hereunder  shall  not have been  exercised  and
payment made as herein provided.


         11.     Effect Upon Employment.

         This Agreement does not give the Warrant Holder any right to employment
by, or any other relationship with, the Company.

         12.     Binding Effect.

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

         13.    Miscellaneous.

         This  Agreement  shall be  construed  under  the  laws of the  State of
California  applied to agreements made and to be performed  entirely within such
State.  Headings have been included herein for convenience of reference only and
shall not be deemed a part of this Agreement.  The Company shall pay any and all
documentary,  stamp or other transactional taxes attributable to the issuance or
delivery of shares of Common Stock of the Company  upon  exercise of all or part
of this Warrant.

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


"Company"                             U.S. WIRELESS DATA, INC.
<PAGE>


                NOTICE OF EXERCISE OF WARRANT TO PURCHASE SHARES
                ------------------------------------------------

TO:     U.S.  WIRELESS DATA, INC.



     The undersigned hereby elects to exercise the purchase right represented by
that Warrant dated as of August 4, 1997,  between U.S.  Wireless Data,  Inc. and
the  undersigned  with an exercise  price of One Cent  ($0.01),  and to purchase
under that Warrant,  ) shares of Common Stock of U.S.  Wireless Data,  Inc., and
hereby makes  payment in the form of cash or certified or bank  cashier's  check
for the Shares so being  purchased  at the One Cent  ($0.01)  exercise  price of
therefor as specified in Paragraph 2 of the Warrant Agreement, and requests that
the certificates for those shares be issued in the name of, and delivered to



                                                 Signature
Social Security or Taxpayer I.D. Number:
Instructions for issuance of stock:

                                      Name
                                 Street Address
                               City State Zip Code

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