SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
(Mark One)
            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended March 31, 1997

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

             For the transition period from __________ to __________

                         Commission File Number O-24742

                            U.S. Wireless Corporation
               (Exact name of Company as specified in its charter)

Delaware                                13-3704059
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
Incorporation or organization)

            2694 Bishop Drive, Suite 213, San Ramon, California 94583
               (Address of principal executive offices) (Zip Code)

                                 (510) 830-8801
                (Company's telephone number, including area code)

                 Securities registered pursuant to Section 12(b)
of the Act:
          Title of each class Name of each exchange on which registered
                                      NONE

                 Securities registered pursuant to Section 12(g)
                                  of the Act:

                          Common Stock, $.01 par value
                                (Title of Class)

                         Common Stock Purchase Warrants
                                (Title of Class)

         Check  whether  the Issuer:  (1) has filed all  reports  required to be
filed by Section 13 or 15(d) of the  Securities  Exchange Act of 1934 during the
past 12 months (or for such  shorter  period that  Company was  required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [ ]

         Check if no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B is contained in this form,  and no disclosure  will be contained,
to  the  best  of  Company's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB [X].

         The  Company had  $5,024,338  of revenues  from  operations  during the
fiscal year ended March 31, 1997.

         The aggregate  market value of the voting stock  (consisting  of Common
Stock,  par value $.01 per  share)  held by  non-affiliates  on June 2, 1997 was
approximately  $10,756,969,  based upon the average closing bid and asked prices
for such Common Stock on said date ($4.53),  as reported by a market  maker.  On
such date, there were 7,325,245 shares of Company's Common Stock outstanding.



<PAGE>







                                     PART I

ITEM 1.           DESCRIPTION OF BUSINESS

General

   
     U.S.  Wireless  Corporation  ("the  Company")  is  a  Delaware  corporation
organized  in  February  1993.  In July 1996,  the Company  acquired  51% of the
outstanding  shares  of  common  stock  of each  of  Mantra  Technologies,  Inc.
("Mantra") and Labyrinth  Communication  Technologies Group, Inc. ("Labyrinth"),
both Delaware  corporations formed in July and June 1996,  respectively,  by Dr.
Oliver Hilsenrath.  Unless the context requires, all references to the "Company"
include Labyrinth and Mantra.
    

     Statements  contained in this report which are not historical  facts may be
considered forward looking  information with respect to plans,  projections,  or
future  performance  of the  Company as  defined  under the  Private  Securities
Litigation  Reform Act of 1995. These forward looking  statements are subject to
risks and  uncertainties  which could cause actual results to differ  materially
from those projected.

Reverse Stock Split

         The Company held a special meeting of its stockholders on May 31, 1996,
at which meeting the stockholders  approved a 1 for 4 reverse stock split of its
outstanding  shares of Common Stock,  reducing its issued and outstanding shares
of Common Stock from 3,575,980 shares to 893,995 shares. The record date for the
purpose of calculating  the reverse split was April 17, 1996.  Unless  otherwise
specified, all references herein to shares and per share information give effect
to the reverse stock split.

   
Name Change and Spin-off

         In June 1996, the Company's Board of Directors, pursuant to the consent
of  its  then  majority   stockholder,   authorized  the   distribution  to  its
shareholders ("the Spin-off Distribution") of the shares of common stock of Play
Co. Toys & Entertainment  Corp.  ("Playco.") owned by the Company.  In addition,
the Company, as majority stockholder of Playco, prior to but in contemplation of
the  Spin-off  Distribution,  authorized  the  conversion  of Playco's  Series D
Preferred  Stock owned by the Company into 1,157,028  shares of Playco's  common
stock.  This  conversion  was based on the average  closing bid price ($1.21) of
Playco's shares for the 90 day period from March 1, 1996 to May 31, 1996.

         In October 1996,  the Company filed an amendment to its  certificate of
incorporation  changing its name from American Toys,  Inc., to its present name.
Simultaneously,  its trading  symbol was changed from "ATOY" to "USWC." The name
change was effected due to the Company's change in direction.
    

Private Placements

         In July 1996, the Company consummated a private placement ("the Private
Placement") of its securities.  The Company offered 600,000 shares at a purchase
price of $2.50 per share for gross proceeds



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     of  $1,500,000.  The proceeds of the offering  were used for the  Company's
acquisitions of Labyrinth and Mantra.  Simultaneously,  Labyrinth  consummated a
private placement  offering of an aggregate of 79,000 shares at $12.00 per share
for gross proceeds of $948,000.
    



Business of Labyrinth Communication Technologies Group, Inc.

General

   
     In July 1996, the Company  commenced the  development of an  infrastructure
product,  the  RadioCamera,  for the cellular base station.  The  RadioCamera is
designed to provide value added services and features for cellular networks. The
Company has a development  plan  according to which these  services and features
gradually  will be  introduced  to the  cellular  networks.  These  services and
features  include  caller  location  finding and  tracking,  autonomous  network
management, and caller location based improved trunking.
    

Industry Overview

   
     In June 1996, the Federal  Communications  Commission  adopted a report and
order establishing  certain performance goals and timetables  requiring wireless
service providers to be able to identify each caller's phone number and physical
location  for the  purpose of  providing  emergency  services.  See  "Government
Regulations."  This initiative,  requiring  service providers to obtain location
finding  capabilities  for 911  emergency  services,  has  caused  a  number  of
companies to dedicate  research  funding to solving the problem of  developing a
location  technology.  As the  industry  attempts  to solve  this  problem,  the
industry is contemplating additional uses for location finding technology,  as a
means to increase  revenues by offering  additional  value added services to the
wireless communications  industry.  There are a number of companies competing to
develop mobile location finding technologies. See "Competition."
    

         There are a number of different  measurement  formats  being  developed
which use existing radio frequency ("RF") signals to locate a caller,  including
the following:

     Time difference of arrival ("TDOA") of RF signals,  1 Direction or angle of
arrival ("AOA") of RF signals,  1 Amplitude or signal strength  measurements,  1
Polarization of signals, and 1 Phase of signal measurements.

   
     TDOA and AOA are the primary  techniques to triangulate the location of the
user,  being  developed  by several  of the  Company's  competition.  Since most
companies  use  triangulation  (the  use of RF  signals  from  two or more  base
stations) to determine  location,  it is important  that  multiple cell sites be
able to communicate with the user's handset.  For AOA systems, at least two cell
sites are  required.  For TDOA  systems,  three or more cell  sites are  usually
required for accurate location.
    

     A major  problem in urban  environments  is  multipath  signals.  Multipath
occurs when multiple RF signals  bounce off  buildings and other solid  objects,
resulting in the receipt of several different




<PAGE>





   
signals  at the cell  site  from a single  caller.  As there is rarely a line of
sight  from the user to the cell  site,  in  urban  environments,  reflected  RF
signals are  beneficial in delivering the call but can be detrimental to finding
the  user's  location.   Thus,  TDOA  or  AOA  techniques  typically  experience
difficulties in pinpointing the location of the caller in urban environments, as
there are many  conflicting  angles and times for the RF signals received at the
cell sites.

     Other current technical solutions are only able to locate the caller at the
start of a call. These technologies  cannot track the caller if the caller moves
from the original  position  after the time the call was placed.  These types of
technical  deficiencies  do not provide the  information  necessary for both 911
emergency services and for commercial location applications. It is important for
any location  technology  to be able to  continually  track the user's  location
while a call is in progress.
    

Company Outlook

   
         The Company's RadioCamera is designed to solve the multipath problem in
offering  location  finding  services by taking various  measurements  of the RF
signals from any caller to a single cell site with a special focus on collecting
all multipath rays. The "fingerprint" collected in this fashion is then utilized
to reconstruct the location out of which the signals could have emerged in order
to locate the caller.

         The Company is currently  in the process of  completing  the  research,
development, and initial testing of the RadioCamera prototype in preparation for
its rollout scheduled for fiscal 1998. To this end the Company is (i) completing
the design, construction,  and testing of a second prototype of the RadioCamera,
which prototype will be used as a platform for mass production of the commercial
units;  (ii)  preparing the  RadioCamera  for testing in active base station and
independent sites; (iii) engaging in marketing and developing  relationships and
strategic  alliances with companies in the wireless industry for the anticipated
rollout of the  RadioCamera  and the formation of an operating  company to offer
geolocation  services;   and  (iv)  developing  a  plan  for  manufacturing  the
RadioCamera in anticipation of its rollout.

         Initially,  the RadioCamera is being developed for  incorporation  into
the cellular  systems  using the AMPS  standard,  which is the largest  cellular
market in the United States,  incorporating approximately 40 million subscribers
and approximately 30,000 base stations. In the near future, the Company plans to
modify the RadioCameras for use with PCS, GSM, CDMA, TDMA and other standards.
    

The RadioCamera

   
     The RadioCamera is an independent system designed for either  incorporation
into the  infrastructure of a cellular base station or to be operated on a stand
alone basis.  It is designed to perform two functions:  (i) to provide  location
finding  information  from the measurement of a hybrid signature based on the RF
signals from all cellular callers in a geographic area, identifying the callers'
locations on a continuous  basis;  and (ii) to improve  trunking  efficiency  in
order  to  increase  user  capacity.   The  RadioCamera  will  provide  trunking
efficiency by effectively  managing the  allocation of channels  provided by the
antennas to the sectors in which there is demand; therefore, it will apportion a
    




<PAGE>





station's  capacity  where it is  needed,  allowing  capacity  changes as demand
changes.  The Company  believes that such efficiency in allocation  shall enable
each base station to significantly increase its capacity.

   
     The  location  finding  technology  combines  algorithms  developed  by the
Company operating on the collected rays, including all direct and reflected rays
from any  subscriber at any point in time, and matches such rays to an estimated
location of origination. This technology constantly determines the location of a
caller regardless of whether or not he makes a request for location.

     Management believes that the advantage of this technology over TDOA and AOA
technologies is that it resolves the multipath problem of an urban  environment.
Unlike TDOA or AOA  technologies,  the  RadioCamera  technology  can  generate a
user's  location  from a  single  site in an  urban  environment  since  it uses
multipath signals for its location detection ability.  See "Industry  Overview."
The system also tracks the geographical performance of the wireless base station
and can detect whether the base  station's  coverage is as desired or whether it
has shifted and is not providing coverage to an expected area of coverage,  thus
providing  an  additional  benefit,   network   management,   and  substantially
increasing and enhancing the network's operational efficiency.
    

Testing

   
     The Company has commenced the testing of the RadioCamera in three different
locations  in  Northern   California.   The  Company   anticipates  testing  the
RadioCamera  in  operating  base  stations and on a stand alone basis within the
next few months.  This preliminary testing is designed to determine the accuracy
of the RadioCamera in several operating environments, to refine the software and
hardware of the  RadioCamera  in an  operating  environment,  and to monitor the
performance of the product. The
    
Company expects testing to continue through the end of calendar 1997.

Supply and Manufacturing

   
     The Company is  presently  reviewing  alternatives  to address  anticipated
product  demand.  The Company  believes that when the  technology  risk has been
eliminated, there will be a demand for the RadioCamera. Presently the Company is
performing the design and engineering of the  manufacturing  of the prototype of
the RadioCamera.  This will be the model for the first RadioCamera  manufactured
for  integration  and within the base stations of the  commercial  carrier.  The
Company  believes that these prototypes will be adjusted and modified during the
testing   process  to  conform  to  base  station   integration  and  production
requirements.  Simultaneously  during the testing period,  a manufacturing  plan
will be developed for the mass production of the RadioCamera.

         In April 1997,  the Company  submitted a proposal to the  government of
Germany  to  receive  a  subsidy  and  grant  for  the  purpose  of  building  a
manufacturing  plant in  Rostock,  Germany,  as part of a  redevelopment  effort
undertaken by the German authority. The Company estimates that the manufacturing
facility  will require a US $14 million  investment.  The proposal  includes the
receipt  of  grants  and a US $4.35  million  long-term  loan  from  the  German
government. The loan will be secured by the facility.
    





<PAGE>







         There can be no assurance that an uninterrupted  and adequate supply of
the RadioCamera will be available initially to meet demand. The Company believes
that there are a sufficient number of suppliers,
   
     vendors,  and manufacturers  available to the Company at competitive prices
and on competitive terms.
    

Marketing and Distribution

         The Company  plans to  distribute  the  RadioCamera  through  sales (i)
directly to service  providers;  (ii) to companies offering or planning to offer
geo-location services;  (iii) to OEM infrastructure  manufacturers;  and (iv) to
engineering firms developing and constructing base stations. Through its testing
process,   the  Company  is  developing  strategic  alliances  and  consummating
relationships  with various companies referred to in items (i) - (iv) above. The
Company  believes that by eliminating  the  technology  risk  associated  with a
product of this kind,  through its testing process,  there will develop a market
for the RadioCamera, though no assurances can be given.

   
     In addition to sales of the RadioCamera,  the Company anticipates  entering
into strategic  alliances and/or joint venture  agreements to offer geo-location
services to the wireless  communications  industry.  These services will include
911 emergency,  411  information,  wireless network  management,  geographically
sensitive  billing,  and in the future,  advanced  network  management  and more
advanced  network  applications.  The Company can provide  such  services by (i)
accessing  the  location   information   produced  by  the  RadioCameras;   (ii)
transporting  the  information  through  a  communications  system  to a hub for
coordination and integration of the information with other systems (i.e. mapping
system); and (iii) transporting and selling the information to (a) public safety
answering  points ("PSAP") with respect to 911 emergency  services,  (b) service
providers, (c) geo-location service companies, and (d) end users.
    

       
Business of Mantra

General

   
         Mantra  Technologies,  Inc.  was  founded  in July  1996 as a  software
development company dedicated to the enhancement of human computer  interaction.
In July 1996,  it began the  development  of a  self-driven  research tool ("the
Research  Tool")  designed  to access  various  databases  to locate and collect
information  based on a user  interest  profile.  The Research Tool engages in a
self-driven  daily  process of creating  and updating a user  interest  profile,
which  process is performed by analyzing the data on a user's  system.  The user
profile is submitted to an index server search engine which searches the various
databases the user requests,  and the  information  gathered by the tool is then
filtered for relevant  materials.  Finally,  the  relevant  information  and all
ancillary  documents are downloaded  into the system to be analyzed and filtered
for content, categorized and clustered into a useable format for the user.
    

         The first  version of this product is  currently  being  developed  and
tested for use as an Internet  research  tool. It studies the data stored on the
user's computer,  determines the user's current areas of interest,  and searches
for information  which may be of value to the user on any indexed database (LAN,
local drives,  Intranets,  Internet,  and paid  information  services  which are
supported by the user), and




<PAGE>





     retrieves  and  presents  this  information  to the user in a  conveniently
organized HTML document.

Industry Overview

   
         Information  retrieval is a rapidly growing industry.  With the rise of
the Internet and the personal  computer,  users are constantly  desiring greater
access to  information,  quicker and cheaper.  Technology,  though  continuously
improving,  has not been able to meet the increased  demands of users.  Speed of
transmissions,  limitations  of  communications  platforms,  and  differences in
programming have made research of these databases a tedious endeavor.
    

         The Internet  has become a new mass media  channel that exposes tens of
millions of people to existing public and private databases.  The technology the
Internet is based on, both at the networking layer and the information  indexing
techniques,  has forced the industry to redesign legacy  databases  and/or their
interfaces  to be compatible  with the new mass media  channel.  The  Internet's
information indexing and distribution  methodology has also become the model for
private local and wide area networks and Intranets.

   
         As   opposed   to   record   based   or   relational   databases,   the
Internet/Intranet indexing model was designed to accommodate a chaotic system of
resources.  On the  Internet,  new  resources  are added  daily and old ones are
removed,  all without notice and without a supervising body. That means indexing
such a system has to be done both randomly and with enough flexibility to absorb
inconsistencies, false entries, and a variety of resource types.

         The only type of attempt to index the  Internet  was made by  voluntary
and free service  providers who operated  complex systems of automated  programs
that roamed the Internet  and  collected  information.  This type of activity is
done today by hundreds of  non-profit  organizations  on the Internet or outside
it,  with the same  search-engine  model  emerging  as the  leading  standard in
indexing text-based  information.  This text-based  information  indexing is not
only on the Internet, it is used with Intranets and anywhere text information is
being accumulated.

         This indexing technique for text-based
    
material  utilizes  extraction  of  the  most  "important"  words  out  of  each
text-based  resource  and then  indexes  that  resource  according  to the words
extracted. Thus, retrieving the resource demands that the system be queried with
the same words it used to index the  resource.  This method of  organizing  text
material is very flexible but also  introduces  an array of problems.  Searching
for a resource in a very big
   
     database is complex,  there being many  subtleties to using search words or
search strings.

     Today, a person needs to have some  proficiency in using these systems when
trying to find a resource,  and more often than not,  basic  proficiency  is not
enough.  Since the indexing systems are not linear, there can be many results to
a single query, sometimes up to hundreds of thousands of results which the query
issuing person has to then filter based on his individual needs.

     Based on the need for the  accumulation of information and the need for the
ability to access it simply,  a market for  information  retrieval  products  is
emerging and continuously  developing.  Users basically are looking for products
to perform one or more of the following functions:
    

     1. To assist in the process of  retrieving  a resource  from a  query-based
database.




<PAGE>

     2. To  submit a query  to  multiple  search-engines  for  local  or  public
databases.

     3. To automate  retrieval  of  specific  type of  information  the user has
designated.

     4. To improve the accuracy of the query results.
   
     5. To automatically filter out the less relevant results for a user query.

     6. To relieve the users' need to acquire proficiency in resource search
    
     techniques.

The  available  products  that  target  this  market can be  divided  into three
categories:

   
     1. "Push  Technology"  - allows a person to state his field (s) of interest
or specific  items of interest,  and later actively sends the user updates about
resource s to use or directly sends the desired information to the user.

     2.  "Multiple  Search  Engine  Submission" - allows a user to form a fairly
simple  query , submit this query to  multiple  search  engines,  and filter the
results .

     3. "Search  Engine  Enhancements"  - increase the indexing  accuracy of the
search  engine and  deliver  additional  services to narrow the search and yield
fewer, more accurate results per query.
    

Company Outlook

   
         Until  now,  searching  for  information  on  databases  (such  as  the
Internet) required the computer user to proficiently articulate a search string,
submit it to a search  engine,  manually  filter the  results,  and thus  expend
extensive amounts of time during this process. Mantra has developed the Research
Tool, which is designed to eliminate the time inefficiency and extensive cost of
other researching techniques.

         Mantra has  produced the first  prototype  of its Research  Tool and is
engaging in testing  and market  research to  complete  the  development  of the
product and  formulate  a  direction  for its  implementation  in the  industry.
Mantra's goal is to integrate the Research Tool into a client's operating system
as a module which learns and adjusts to the user's habits, needs, and interests,
thereby becoming a personal assistant to the user. The concept is to provide the
user, whether he is an employee of a large corporation or an individual at home,
with the ability to have a search engine search the Internet or other  databases
for information  helpful and necessary to the person's daily operations,  all of
which is done in the background of the computer  system without the user waiting
for  results.   The  Research  Tool  is  to  be  a  learning  and  communicative
self-executing   program  which  will  give  the  user  greater  efficiency  and
flexibility in performing daily necessary functions.

         Mantra  anticipates that additional  versions of the initial  prototype
shall be developed based upon the testing process.  These versions shall include
a more robust set of features and will strive to be more closely integrated with
the user's system,  conceptually  residing between the application level and the
shell level.  Whereas now the only information source used is the Internet,  the
structure  of the  product  is such  that  it will  allow  simple  additions  of
information  modules  allowing  the  software  to  interact  with just about any
indexed  information  source. Its features will allow the product to be deployed
in a wide variety of working environments,  providing the most value in research
intensive environments.
    





<PAGE>





   
         As part of the Company's  development  process, the Company studies the
possibilities  of  adding  standardized  tests,   handwriting   recognition  and
analysis,  and  behavioral  pattern  recognition to the resource pool for future
products.
    

The Product

         Mantra has produced the first  prototype of its "Research  Tool," which
is an innovative approach to information search and retrieval. The Research Tool
is a  self-learning  and adaptive  tool which  proactively  anticipates a user's
needs and  desires.  The tool is set up to develop an evolving  user  profile to
search and access  pertinent  information.  In  addition,  it has the  versatile
ability to be utilized by submitting an individual  document,  or a portion of a
document,  as the basis for the analysis  and search.  The user does not need to
come up with individual key words for the search. This system studies documents,
extracts the topics  discussed in them,  and  searches  the  Internet,  or other
available network
   
     resources,  for relevant content.  Once the user has accessed a document of
interest,  the document  can be  submitted  to the Research  Tool while the user
returns to other duties. When the research is finished,  the user can access the
relevant content found.

         The  operational  process of the Research  Tool  performs the following
functions:  (i) it reviews and  analyzes the  documents in a user's  computer to
produce a user interest profile,  which is a part of the "MindStep"  technology;
(ii) this  profile is then  downloaded  into an index  server  search  engine to
search the database,  initially the Internet, to find relevant documents;  (iii)
once  matching  documents  and  materials  are found,  the  MindStep  technology
reengages  in  analyzing  the  gathered   information,   discarding   irrelevant
information  so as to compile  only  information  which is current  and  closely
associated  to the  user's  profile;  (iv) once this  process is  completed  and
relevant documents are found, a process called "Infodam" engages to download all
the relevant materials to the user's computer for viewing by the user.  MindStep
is the process of formulating a profile of a user's areas of interest from a set
of one or more documents  (initiating an adaptive search on any indexed database
of documents) and analyzing the results to determine  their relevance to the set
of areas of interest extracted from the original set of documents.  The relevant
documents  are then  categorized  according to topics  (areas of  interest)  and
presented to the user.

         The process of presenting  the  information  to the user is provided by
the Infodam  technology  which allows the  computer to download  onto the user's
hard drive the relevant information,  as a background function, so that when the
user goes to retrieve the relevant information it is a quick process.

         The  Research  Tool  may  also  commence  its  process  of  researching
databases by a user's pro-active  initiation of the process described above. The
direct  interaction  occurs when a user wants to research a specific topic. This
is done by delivering a document or set of documents  into a special  section of
the  Research  Tool,  whereby an  immediate  search is  requested.  The research
assistant  then sends the document  through the analysis and  retrieval  process
described above.
    

         The daily background analysis autonomously monitors the user's level of
interaction with the computer and waits for a period of inactivity which implies
the user is away from the computer. It then




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builds  a  profile  of  documents  accessed,  modified,  and  created  within  a
user-controlled  number of days. The documents  contained in this profile should
reflect the recent areas of interest of the user.  The  documents  may be e-mail
messages, e-mail attachments, web pages visited, documents created with any word
processor,  presentations,  etc.  All of these  documents  are then fed into the
MindStep  engine,  which  identifies  topics discussed in this set of documents,
merges similar  topics to form more accurate  topic  modules,  and initiates its
research.  The result of this daily  activity will be an HTML page on the user's
desktop  which will  contain  links to the relevant  documents  that were found,
categorized according to topics.
    

Marketing and Distribution

   
         The  Company is  currently  undergoing  studies to  determine  the most
appropriate vehicle for marketing the Mantra product.  Management  anticipates a
universal appeal of the product to include large and medium sized  corporations,
and   professional   groups  such  as  doctors  and  lawyers,   individuals  who
continuously  search databases for the most recent information on certain topics
and every day Internet  users.  Management  believes  that the best  approach to
marketing the product will fall under one of the two following categories:

     1. One approach is the mass commercialization,  distribution, and marketing
of  the  product,   which  requires   intense  name  recognition  and  extensive
distribution channels in putting the product on retail shelves. This approach is
capital  intensive  and requires a bigger  investment  in building  distribution
networks and service and support.

     2. Another approach is the marketing of the product directly to the biggest
users and creating an impetus for the product  through  licensing  the software.
This  approach   includes   engaging  in  strategic   alliances   with  computer
manufacturers,  Internet service providers, and other research oriented systems.
This  method  offers the most  control  regarding  sales,  service,  and support
issues.
    

Competition

   
         The cellular  communications  and research and  informational  services
industries,  in  general,  are highly  competitive,  with a number of  companies
competing to provide value added services. Existing and developing companies are
providing  large budgets for research and  development in these areas.  Products
are  continuously  being  introduced in to the  marketplace  as newer and better
versions are being developed.

Labyrinth
    

         There are a number of companies offering value added wireless services.
Though the Company is  competing  with other smart  antenna  companies  offering
products  to increase  the base  stations'  efficiency,  the  Company's  primary
competitors  are firms  offering  or  seeking  to offer  network-based  location
finding services.  A network-based  solution accesses operating base stations in
order to locate callers. Currently,
   
the Company is familiar with various  network-based  methods relying on TDOA and
AOA techniques.  The Company's competitors include  TruePosition,  a division of
The Associated  Group,  Inc.;  Lockheed  Sanders,  a wholly-owned  subsidiary of
Lockheed Martin Corporation; E-Systems Company; KSI, Inc.;
    




<PAGE>





and AccuCom Wireless Services. The Company believes that some of its competitors
have greater marketing,  customer support,  financial,  and other resources than
those of the Company.

   
         Other  location   technologies   being  developed   include   dedicated
radiolocation  networks  which are built solely for location  finding and global
positioning  systems which are based on satellite tracking systems.  The Company
does not believe that dedicated  positioning  systems or global tracking systems
have the cost efficiencies  needed to replace the  network-based  systems as the
technology of choice.  Since this area of wireless  services is relatively  new,
sparked by the  requirement  of the FCC to provide 911  emergency  services with
location finding  capability,  most wireless and cellular  service  providers or
intended  providers are in the development and testing stages of their products,
as is the Company.
    

Mantra

         Though the  Company is  unaware of any  company or product  which is in
direct  competition with the Company's Research Tool, there can be no assurances
that  there  are not any  products  which  have been  developed  or which are in
development.  The Company is familiar with other  companies  and products  which
perform some of the functions provided by the Research Tool, including: (i) Push
Technology products, for which there are the following  competitors:  Pointcast,
Inc.,   Marimba,   Inc.,  BackWeb   Technologies,   AgentSoft  Ltd.,   Intermind
Corporation,  Lanacom Inc., and Autonomy; (ii) Multiple Search Engine Submission
products for which  Symantec and WebCompass  are the two main  competitors;  and
(iii) Search Engine  Enhancement  products for which ICE and Live-Topics are the
companies competitors.

   
         The Company shall compete with such other companies on the basis of the
quality and  efficiency of its products.  Although the Company is confident that
the  technology  behind its  products  is sound,  the Company  cannot  offer any
assurance  that one or more of its  competitors  will  not  develop  and  market
products  equal to or better  than those  marketed by the  Company;  nor can the
Company assure that other companies will not enter the marketplace or that other
companies will not produce and market products  technologically  superior to the
Company's.
    


Patents and Trademarks

         Members of the Company filed a patent  application  on January 8, 1997,
regarding the RadioCamera and the Company's location finding  technology,  which
application is currently pending.  Simultaneously  with the filing of the patent
application, the individuals assigned any and all rights, title,
   
and interest to the patent to Labyrinth.

         In June 1996,  employees of Mantra filed a provisional  patent with the
U.S.  Patent and Trademark  office with respect to the development of a personal
web map  system.  The filing of a  provisional  patent  requires  a full  patent
application within one year of the filing of the provisional patent in order for
the date of the patent,  if and when issued, to be the date of the filing of the
provisional  patent.  On March 28,  1997,  employees  of  Mantra  filed a patent
application,  including the technology  developed in the provisional  patent, as
further developed.  This patent is currently pending. The inventors subsequently
filed  assignments,  assigning  any and all rights,  title,  and interest to the
patent, to Mantra.
    




<PAGE>
   
         There can be no assurance that patents will be issued pursuant to these
filings or that any particular  aspect of the Company's  technology  will not be
found to infringe on the  products or  technologies  of other  companies or that
other companies will not infringe on the patents or technologies of the Company.

         The Company relies on common law  trademarks for use of  "RadioCamera,"
"MindStep,"  and "Infodam." The Company has filed intent to use  applications to
register these  trademarks in the United  States.  The Company has one year from
the filing date to file trademark  applications  showing use of the  trademarks.
There can be no assurance that such  trademarks  will be registered,  or that if
registered, they will adequately be protected against infringement.
    

         In the event the Company were to become engaged in litigation either as
a result of a claimed infringement by the Company or as a result of infringement
by a third party of the  Company's  technology  or  trademarks,  there can be no
assurance  that the Company will be able to fund such  litigation or, if able to
fund same, that it will prevail.

Government Regulations

         The  wireless  communications  industry  is  regulated  by the  Federal
Communications  Commission  ("FCC").  The FCC  regulates and monitors the use of
radio waves which are  apportioned  to numerous uses for all  frequencies of the
spectrum,.  In September 1994, the FCC sought comment on a Notice of Rule making
(NPRM Docket  94-102)  which  proceeding  addressed  the issue of 911  emergency
services for advanced telecommunications technologies. On June 12, 1996, the FCC
adopted a Report & Order which establishes  performance goals and timetables for
the  identification of a wireless  caller's phone number and physical  location.
Under  phase I of the order,  wireless  carriers  must be able to  identify  the
telephone  numbers of their  subscribers  and locate  subscribers to the nearest
cell by April 1, 1998. Under phase II, wireless  carriers must be able to locate
a 911 caller within 125 meters, in 67% of all cases, by October 1, 2001.

         Additionally,  the  Company is  required to comply with a wide range of
other state and local rules and  regulations  applicable  to its  business.  The
ability to adapt the Company's product lines in order to comply with the current
and anticipated broad federal,  state, and local regulatory network is essential
and may be costly.  The  failure  to comply  with such  regulations  may have an
adverse effect on the Company's operations.

ITEM 2.           DESCRIPTION OF PROPERTY

   
         On July 31, 1996, the Company  entered a building lease agreement ("the
Lease") with Annabel Investment Company, a California partnership, for the lease
of executive office space at 2694 Bishop Drive, Suite 213, San Ramon, California
94583.  Pursuant  to the Lease,  the  Company  maintains  2,549  square  feet of
executive  office  space  at a total  cost of  $50,980  per  annum.  The  Lease,
effective  for a term of three (3)  years,  commencing  on August  23,  1996 and
continuing through August 23, 1999, was amended on November 11, 1996, to include
the rental of 2,667  additional  square feet of office space  (comprising  Suite
250) at a cost of $56,007 per annum.
    




<PAGE>
ITEM 3.           LEGAL PROCEEDINGS

         The Company is not a party to any material  litigation and is not aware
of any threatened  litigation  that would have a material  adverse effect on its
business.



ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         During the fourth  quarter of the fiscal year ended March 31, 1997,  no
matter was submitted to a vote of security holders,  through the solicitation of
proxies or otherwise.


                                     PART II

ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's  Common Stock is quoted on the SmallCap  Market of the Nasdaq
Stock Market. The following table sets forth representative high and low closing
bid quotes as reported by a market
   
maker for the  Company's  Securities  during  the  period  from  January 1, 1995
through June 2, 1997, or their expiration. Bid quotations reflect prices between
dealers,   do  not  include  resale  mark-ups,   mark-downs  or  other  fees  or
commissions, and do not necessarily represent actual transactions.
    
<TABLE>
<CAPTION>

                           Common Stock                       Warrants(1)                        Distribution Warrants(1)(2)
Calendar Period                      Low    High              Low      High             Low      High
---------------                      ---    ----              ---      ----             ---      ----

        1995

<C>                                  <C>    <C>                <C>     <C>                <C> <C>         <C>  <C>
01/01/95 - 03/31/95                  9      48                 7       26                 2 1/2           25 1/2
04/01/95 - 06/30/95                  2      16 21/32           1/8     7 1/2                        1/8            4
07/01/95 - 09/30/95                 12 1/4  12 1/4             3/4     3/4                1/4              1/4
10/01/95 - 12/31/95                 14      36                 1/8     1/2               1/8               1/4

        1996

01/01/96 - 03/31/96                  18      10                 1/8     1/2                       1/8              1/4
04/01/96 - 06/30/96                  10 1/2  14
07/01/96 - 09/30/96                  1 1/8   6 1/2
10/01/96 - 12/31/96                  3 1/8   4 1/4

        1997

01/01/97 - 03/31/97                  31/4   6 1/4
04/01/97 - 06/03/97                  23/4   4 13/16
-----------------------
</TABLE>

     (1) Unexercised  Distribution Warrants and Public Warrants expired on March
28, 1996.

     (2) The Warrants and  Distribution  Warrants began trading on June 14, 1994
upon the  separation  of the Units,  and ceased  trading on March 27,  1996 upon
their expiration.

     (3) The  Company's  Units only traded from March 28, 1994  through June 14,
1994.


         As of June 2, 1997,  there  were 44 holders of record of the  Company's
Common Stock, although




<PAGE>





the Company  believes that there are  approximately  905  additional  beneficial
owners of shares of Common Stock held in street name. As of June 2, 1997,  there
were 7,325,245 shares of the Company's Common Stock outstanding.

   
         On July 31, 1996, the Company  consummated a private placement offering
of an  aggregate of 600,000  shares of its Common  Stock at a purchase  price of
$2.50 per share,  for which the Company  received  gross proceeds of $1,500,000.
The proceeds of the offering  were used to purchase the  securities of Labyrinth
and Mantra in accordance with the acquisition. See "Business." The purchasers in
the  offering  received  "piggy  back"  registration  rights.  At the same time,
Labyrinth  consummated  a private  placement  offering of an aggregate of 79,000
shares at $12.00 per share for gross proceeds of $948,000.
    




<PAGE>
ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                           CONDITION AND RESULTS OF OPERATIONS

General

         The  Company was  originally  organized  in February  1993 as a holding
company to acquire a majority interest in Playco.  Historically,  through August
15, 1996,  the Company's  results of operations  and  financial  condition  have
related  primarily to those of Playco.  Effective  August 15, 1996,  the Company
spun-off its ownership of Playco Common Stock to the Company's  stockholders and
recorded a dividend for the net book value of the  spin-off.  With the July 1996
acquisitions of 51% of Labyrinth
   
and Mantra,  the Company  changed its  business  focus.  As discussed in Item 1,
Labyrinth  is  in  the  business  of   researching   and   developing   cellular
infrastructure  products while Mantra is in the business of developing  software
to enhance human interaction with computers, and in particular, of gathering and
analyzing data from such sources as the Internet.
    

         Due to the Company's change in focus, the results of operations for the
year ended March 31, 1997, which primarily  reflect the activities of a research
and  development  company,  are  not  directly  comparable  to  the  results  of
operations  for the year ended  March 31,  1996,  which  reflect  the results of
operations from a retailer. Additionally, as operations for the year ended March
31, 1997 did include some results of operations  from Playco and the start-up of
operations  for  Labyrinth and Mantra,  the results of  operations  for the year
ended March 31, 1997 are not an indication of any future results of operations.

         Statements  contained in this report which are not historical facts may
be considered forward looking information with respect to plans, projections, or
future  performance  of the  Company as  defined  under the  Private  Securities
Litigation  Reform Act of 1995. These forward looking  statements are subject to
risks and  uncertainties  which could cause actual results to differ  materially
from those projected.

Results of Operations:

Year Ended March 31, 1997 as Compared to the Year Ended March 31, 1996

         For the year ended March 31, 1997,  the Company  recorded  retail sales
from Playco of  $5,024,338  as compared to  $21,230,853  in retail sales for the
year ended March 31,  1996.  The decrease in sales is  reflective  of the August
1996 spin-off of the Company's majority  ownership in Playco.  Through March 31,
1997,  the Company has recorded no revenues from the operations of Labyrinth and
Mantra.

         Costs and expenses totaled $9,165,746 for the year ended March 31, 1997
as compared to total costs and expenses of $25,321,474  for the year ended March
31, 1996. As with sales, the overall decrease in costs and expenses is primarily
due to the Company's  divestiture of its majority  ownership of Playco.  For the
year ended March 31, 1997,  the Company had  operating  expenses  which  totaled
$1,558,193  of the  reported  $4,283,797,  the  balance  constituting  operating
expenses from Playco




<PAGE>
through the date of the spin-off.

         For the year ended March 31, 1997, compensation expense associated with
the issuance of 2,641,500 Common Stock options to employees and 1,550,000 Common
Stock options to consultants totaled $731,535.  In addition,  Labyrinth recorded
compensation  expense of $620,000  in  connection  with the  issuance of 151,000
shares of its common stock to its Officers and key employees.

         The Company  recorded  $106,542 of  amortization  of the excess of cost
over basis of the net  assets  acquired,  $100,000  of which was  recorded  as a
result of the Labyrinth  acquisition  in July 1996, for the year ended March 31,
1997. Such amortization is included in operating expenses.

         For the year ended March 31, 1997,  the Company had interest  income of
$137,152 as compared to $18,417 for the year ended March 31, 1996.  The increase
in interest income is the result of (i) higher cash balances  resulting from the
Company's  and  Labyrinth's  July 1996 private  placement of 600,000  shares and
79,000 shares of Common Stock,  respectively,  which resulted in net proceeds of
$1,458,000  and  $948,000,  respectively,  and (ii) the  exercise  of  3,250,000
options to purchase  Common Stock between July and December 1996 which  resulted
in additional  capital of $3,992,483 being contributed to the Company.  Interest
expense  decreased to $238,171  for the year ended March 31, 1997 from  $535,158
for the year ended  March 31,  1996  primarily  as a result of the  spin-off  of
Playco which incurred interest on its obligations with a finance company.

         During the year ended March 31, 1997, the Company changed its method of
accounting  for the  minority  stockholders'  interest  in Playco.  The  Company
changed from one method of accounting  which records the total amount of the net
proceeds received from Playco's equity  transactions as the minority interest to
a more  generally  accepted  method which  reflects  the minority  interest as a
percentage of the net assets of Playco.  The change in  accounting  for minority
interest is recorded as a cumulative effect of a change in accounting  principle
which had the effect of reducing  minority  interest by  $2,413,973,  increasing
additional  paid in capital by  $2,873,408,  and increasing the net loss for the
year ended March 31, 1997 by $459,435.

         As a  result  of  the  above,  the  Company  recorded  a  net  loss  of
$4,203,857,  or $0.56 per share, for the year ended March 31, 1997 compared to a
net loss of $2,876,733, or $4.02 per share, for the year ended March 31, 1996.

Research and Development - Future Operations

   
     The Company expects that the research,  development,  and testing stages of
both Labyrinth's and Mantra's  products will continue for  approximately  six to
twelve months. Thus, the Company does not expect Labyrinth or Mantra to earn any
significant revenues from operations for at least six to twelve months. Research
and development  activities,  as well as operating and marketing  expenses,  are
expected to be financed with funds raised through  Labyrinth's private placement
and Labyrinth's and Mantra's sales each of 51% of their outstanding common stock
to the Company.
    

Liquidity and Capital Resources:





<PAGE>
As of March 31, 1997,  the Company had working  capital of  $5,166,493  and cash
equivalents of $5,328,781.  Such funds resulted primarily from the Company's and
Labyrinth's  July 1996 private  placements and the exercise of 3,250,000  Common
Stock options.

Trends Affecting Liquidity, Capital Resources, and Operations

         As discussed above, the nature of the Company's operations has changed.
While it once was a holding company for a retailer,  it is now a holding company
for research and  development  companies.  As such,  management is currently not
aware of any trends that may affect its  liquidity,  capital  resources,  and/or
operations.

         However, the Company's future operations could be adversely affected if
the Company's timetable for the developing,  marketing, and manufacturing of its
planned  products  exceeds  available  capital  resources.  The primary  initial
expenses associated with the commencement of Labyrinth's and Mantra's operations
are  expected  to  include  officer  and  key  employee  salaries.  Furthermore,
additional  financing may be required to complete product  development and begin
product  marketing.  Management  expects the limited  resources  of the Company,
Labyrinth,  and  Mantra,  as  well as the  required  continuation  of  research,
development,  and testing for approximately  twelve to eighteen months, to cause
significant strain on the Company's technical, financial, and other resources.

Inflation and Seasonality

         Inflation and seasonality are currently not expected to have a material
effect on the Company's liquidity, capital resources, or operating activities.

New Accounting Pronouncement:

         In February  1997,  the  Financial  Accounting  Standards  Board issued
Statement of Financial  Accounting Standards ("SFAS") No. 128 Earnings Per Share
("EPS"). SFAS No. 128 requires all companies to present "basic" EPS and, if they
have a complex capital structure, "diluted" EPS. Under SFAS No. 128, "basic" EPS
is computed by dividing income  (adjusted for any preferred stock  dividends) by
the weighted  average  number of common  shares  outstanding  during the period.
"Diluted" EPS is computed by dividing  income  (adjusted for any preferred stock
or convertible stock dividends and any potential income or loss from convertible
securities) by the weighted average number of common shares  outstanding  during
the period  plus the number of  additional  common  shares  that would have been
outstanding if any dilutive potential common stock had been issued. The issuance
of  antidilutive  potential  common  stock  should  not  be  considered  in  the
calculation.  In addition,  SFAS No. 128 requires certain additional disclosures
relating to EPS. SFAS No. 128 is effective for financial  statements  issued for
periods ending after December 15, 1997.  Thus, the Company  expects to adopt the
provisions of this statement in fiscal year 1998. Management does not expect the
adoption of this  pronouncement  to have a  significant  impact on the Company's
financial statements.

ITEM 7.           FINANCIAL STATEMENTS

         See attached financial statements.




<PAGE>
ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                  ON ACCOUNTING AND FINANCIAL DISCLOSURE

         On August 15, 1996,  the Board of  Directors of the Company  authorized
the Company's Executive Officers to interview and engage a new auditing firm for
the Company.  This  resolution  was enacted in order for the Company to have its
auditors in closer proximity to its executive offices.  On October 24, 1996, the
Company  dismissed  Scarano  &  Lipton,  P.C.  as its  auditors.  The  change in
accountants  was not  due to any  discrepancies  or  disagreements  between  the
Company  and  Scarano  &  Lipton  on any  matter  of  accounting  principles  or
practices,  financial statement disclosure,  or auditing scope or procedure. The
former accountants'  reports on the Company's financial statements for the years
ended  March  31,  1995  and  1996  did not  contain  any  adverse  opinions  or
disclaimers of opinion;  nor were they qualified or modified as to  uncertainty,
audit scope, or accounting principles.

         Effective as of November 20, 1996, the Company engaged Haskell & White,
Certified Public  Accountants as its certifying  auditors to audit the Company's
financial  statements  for the year ended March 31, 1997. In December  1996, the
Company engaged Haskell & White, to reaudit the Company's  financial  statements
for the year ended March 31, 1996.

                                    PART III


ITEM 9.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND
                  CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a)
                  OF THE EXCHANGE ACT


Executive Officers and Directors

         The Executive Officers and Directors of the Company are as follows:




<PAGE>
<TABLE>
<CAPTION>
        NAME                                                  AGE               POSITION

<S>                                                           <C>               <C>
         Dr. Oliver Hilsenrath                                40                President, Chief Executive Officer,
                                                                                Director

         Dr. Mati Wax                                         50                Chief Technology Officer

         David Klarman                                        32                General Counsel and
                                                                                Secretary

         David Tamir                                          53                Director

         Regina Gindin                                        45                Director
</TABLE>


     Dr. Oliver  Hilsenrath has been the President and Chief  Executive  Officer
and a Director of the Company since July 31, 1996. Since their  inceptions,  Dr.
Hilsenrath has been the Chief Executive




<PAGE>
Officer,  President,  and a Director of both  Labyrinth  and  Mantra.  From 1992
through 1996, he was a Senior Vice President, General Manager, and co-founder of
Geotek Communications,  Inc., an international wireless carrier with networks in
the United States,  United Kingdom,  and Germany.  Dr.  Hilsenrath  received his
Ph.D. in information theory from Technion-Polytechnical  Institute of Israel. He
has worked in the wireless communications industry for twenty years.

     Dr.  Mati Wax has been the Chief  Technology  Officer  of the  Company  and
Labyrinth since August
   
     1996. From 1985 to 1996 he was the head of the Signal  Processing Center at
RAFAEL.  From 1984  through  1985 he was a visiting  scientist  for IBM Research
Laboratories. Dr. Wax received his Ph.D. in electrical engineering from Stanford
University in 1985.  While at Stanford he founded the smart antenna  group,  and
received the fellow of IEEE.
    

     David  Klarman has been General  Counsel and Secretary of the Company since
September 1, 1996. In August 1996, Mr.  Klarman  formed Klarman & Associates,  a
law firm  specializing in corporate and securities law with offices in New York,
New York and San Ramon,  California.  From July 1994 to August 1996, Mr. Klarman
was an associate  with Lampert & Lampert,  a New York law firm  specializing  in
corporate and securities law. Prior thereto, from February 1991 to July 1994, he
was an associate  with  Goldstein,  Axelrod & DiGioia,  also a New York law firm
specializing  in corporate and securities  law. Mr. Klarman was elected a member
of the Board of Directors of The  Appletree  Companies,  Inc. in August 1996 and
served as such until April 1997. Mr. Klarman  received a Juris Doctorate in 1990
from Yeshiva University, Benjamin N. Cardozo School of Law and a B.S. in Finance
from the University of Maryland in 1986.

     David Tamir has been a Director of the Company  since  August  1996.  Since
September 1995, Mr. Tamir has been the General Manager of GeoNet Israel Limited,
a subsidiary of Geotek Communications,
   
     Inc.  From July 1992 to  September  1995,  Mr.  Tamir was the  President of
Powerspectrum Technology Limited, a subsidiary of Geotek Communications, Inc., a
cellular-wireless communications corporation.
    
Prior thereto,  from 1990 to 1992, Mr. Tamir was a representative of RAFAEL, the
defense branch of the Israeli  government.  Mr. Tamir received BS and MS degrees
in Electrical  Engineering from Technion,  the Israel Institute of Technology in
Haifa, and an MBA degree from Hebrew University.

     Regina Gindin has been a Director of the Company  since August 1996.  Since
August 1994, Ms. Gindin has been an independent consultant for RBG Associates, a
consulting  firm which  provides  management  consulting  services for strategic
business  planning.  From 1993 to August  1994,  Ms.  Gindin was the Senior Vice
President  of  Strategic  Management  and  Corporate  Communications  for Conner
Peripherals, Inc. ("Conner"),  computer peripheral manufacturer.  Prior thereto,
from 1992 to 1993,  Ms.  Gindin was the acting Chief  Financial  Officer of such
corporation  and prior to that, from 1988 to 1992, she was the Vice President of
Strategic Planning and Corporate Communications.  Ms. Gindin received her MBA in
Business  Administration  from the  Wharton  School of  Finance,  University  of
Pennsylvania. She is a Director of The American Jewish World Service. Ms. Gindin
is also an advisor to the marketing department of the Wharton School of Finance.

     The Directors of the Company are elected  annually by the  shareholders and
hold  office  until the next  annual  meeting  of  shareholders  or until  their
successors are elected and qualified. The Executive




<PAGE>
Officers are elected annually by the Board of Directors, serve at the discretion
of the Board of  Directors  and hold  office  until  their  successors  are duly
elected and qualified.  Vacancies on the Board of Directors may be filled by the
remaining Directors.

         As permitted under Delaware Corporation Law, the Company's  certificate
of  incorporation  eliminates  the personal  liability  of the  Directors to the
Company or any of its  shareholders  for damages for breaches of their fiduciary
duty as Directors. As a result of the inclusion of such provision,  stockholders
may be unable to recover  damages  against  Directors  for actions taken by them
which  constitute  negligence  or gross  negligence  or that are in violation of
their  fiduciary  duties.  The  inclusion  of this  provision  in the  Company's
certificate of incorporation may reduce the likelihood of derivative  litigation
against Directors and other types of shareholder litigation.



Compliance with Section 16(a) of the Exchange Act

         Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,
requires the Company's  Officers,  Directors,  and persons who  beneficially own
more than ten percent of a registered class of the Company's  equity  securities
to file reports of securities  ownership and changes in such  ownership with the
Securities and Exchange Commission  ("SEC").  Officers,  Directors,  and greater
than ten percent beneficial owners also are required by rules promulgated by the
SEC to furnish  the Company  with  copies of all Section  16(a) forms they file.
Based solely upon requests for information of the Company's Officers, Directors,
and greater than ten percent  shareholders,  during fiscal 1997, the Company has
been  informed  that all  Officers,  Directors,  or  greater  than  ten  percent
shareholders  have filed such reports as are required pursuant to Section 16(a).
The Company has no basis to believe that any required filing by any of the above
indicated individuals has not been made.



<PAGE>
ITEM 10.          EXECUTIVE COMPENSATION

Summary of Cash and Certain Other Compensation

         The following  provides  certain  information  concerning  all Plan and
Non-Plan (as defined in Item 402 (a)(ii) of Regulation S-B) compensation awarded
to,  earned by, or paid by the  Company  during the year ended March 31, 1997 to
each of the named Executive Officers of the Company.
<TABLE>
<CAPTION>
                                                 Summary Compensation Table

                                                        Annual Compensation
(a)                                          (b)               (c)              (d)              (e)               (f)
Name and Principal                                                                               Options/          Other Annual
Position                                     Year(1)           Salary($)        Bonus($)          SARS             Compensation

   
<S>                                          <C>               <C>              <C>               <C>              <C>      
Dr. Oliver Hilsenrath                        1997              106,667(2)       -                 1,500,000(3)     $5,572(4)
President
Chief Executive Officer

David Klarman                                1997              70,000           -                 150,000(5)      --
General Counsel and Secretary

Dr. Mati Wax                                 1997              66,667           -                 100,000(6)      --
    
Chief Technology Officer
-----------------------------
</TABLE>

     (1) No  compensation  was paid to any officer of the Company  prior to July
31, 1996.
   
     (2)  Reflects the portion of the year worked based on salaries of $160,000,
$120,000,   and  $100,000  for  Dr.  Hilsenrath,   Mr.  Klarman,  and  Dr.  Wax,
respectively.

     (3) Pursuant to his employment agreement,  Dr. Hilsenrath receive an option
to purchase 1,500,000 shares of Common Stock at $2.00 per share.

     (4)  Includes (i) the payment of $509 per month for  automobile  allowance,
and (ii) the payment of approximately $1,500 per annum for a life
    
     insurance  and  disability  policy  for  the  benefit  of Dr.  Hilsenrath's
beneficiaries. See "Employment and Consulting Agreements."
   
     ( 5) In August 1996, the Company granted Mr. Klarman the option to purchase
150,000  shares of the Company's  Common Stock at an exercise price of $2.00 per
share subject to a vesting schedule. See "Employment and Consulting Agreements."

     (6) In July 1996,  the  Company  granted  Dr.  Wax the  option to  purchase
100,000  shares of the Company's  Common Stock at an exercise price of $2.00 per
share pursuant to a vesting schedule. See "Employment and Consulting Agreement."
The Company also issued Dr. Wax 50,000 restricted  shares of Labyrinth's  Common
Stock.
    



<PAGE>
<TABLE>
<CAPTION>
                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
                               (Individual Grants)


                                            Individual Grants


(a)                              (b)                      (c)                         (d)                      (e)

                                                          % of Total
                                 # of Securities          Options/SAR's
                                  underlying              Granted                     Exercise or
                                 Options/SAR's            Employees in                Base
Name                             Granted (1)              Fiscal Year                 Price ($/SH)             Expiration Date
----                             ------------             ------------                -------------            ---------------


<S>                              <C>                                 <C>              <C>                       <C>   
Dr. Oliver Hilsenrath            1,500,000                           56.8             $2.00                     06/30/01

   
David  Klarman                     150,000                            5.7             $2.00                     08/30/01
    

Dr. Mati Wax                       100,000                            3.8             $2.00                     07/06/01

</TABLE>

     The following table contains  information  with respect to employees of the
Corporation concerning options held as of March 31, 1997.
<TABLE>
<CAPTION>


               AGGREGATED OPTION/SAR EXERCISE IN LAST FISCAL YEAR
                          AND FY-END OPTION/SAR VALUES



(a)                              (b)                    (c)                      (d)                       (e)


                                                                                                           Value of
                                                                                 Number of                  Unexercised
                                                                                 Unexercised               In-The-Money
                                                                                 Options/SAR's             Options/SAR's
                                 Shares                                          at FY-End (#)             at FY-End ($)
                                 Acquired on            Value                    Exercisable/               Exercisable/
Name                             Exercise (#)           Realized ($)             Unexercisable             Unexercisable (1)
----                             ------------           ------------             -------------             -----------------
<S>                                    <C>                      <C>              <C>                       <C>
Dr. Oliver Hilsenrath                  -                        -                1,500,000/0               3,000,000/0

David Klarman                          -                        -                0/150,000                 0/300,000

Dr. Mati Wax                           -                        -                0/100,000                 0/200,000

</TABLE>

     (1) Based upon the  closing  price for the Common  Stock on March 31,  1997
($4.00), as reported by a market maker.

<PAGE>
Employment and Consulting Agreements

         In April 1997, the Company amended the five year  employment  agreement
it entered with Dr. Hilsenrath in July 1996. As amended,  Dr. Hilsenrath remains
the Chief  Executive  Officer and President of the Company and the President and
sole Director of both Labyrinth and Mantra. The agreement, as amended,  provides
for an annual salary of $160,000 and increases of 15% per annum for each year of
its five year term. Upon execution, the Company granted Dr. Hilsenrath an option
to purchase  1,500,000  shares of Common Stock at an exercise price of $2.00 per
share.  The Company  provides Dr.  Hilsenrath with an automobile  allowance.  In
addition, the Company shall maintain during the full term hereof and at its sole
cost and expense,  a policy of life  insurance on the life of Dr.  Hilsenrath in
the face amount of $1,000,000 payable to his designee. This policy shall include
provisions  for the payment of up to 18 months  salary to Dr.  Hilsenrath in the
event that Dr.  Hilsenrath is disabled.  Upon the conclusion of this  agreement,
all right,  title,  and  interest  in the  policy  shall be  transferred  to Dr.
Hilsenrath,  and Dr.  Hilsenrath shall be responsible for any premiums due after
such transfer.  The agreement  restricts Dr.  Hilsenrath from competing with the
Company for a period of two years after the termination of his  employment.  The
agreement  provides for severance  compensation to be paid to Dr.  Hilsenrath if
his  employment  with the  Company is  terminated  or if there is a decrease  in
responsibilities  or duties  following a change in control of the  Company.  The
severance  compensation  shall be made in one  payment  equal to three times the
aggregate  annual  compensation  paid to Dr.  Hilsenrath  during  the  preceding
calendar  year. In the event the Company wishes to obtain Key Man life insurance
on the life of Dr.  Hilsenrath,  Dr.  Hilsenrath  agrees to  cooperate  with the
Company in completing any applications necessary to obtain such insurance and in
promptly   submitting  to  such  physical   examinations   and  furnishing  such
information as any proposed insurance carrier may request.

         In August  1996,  the  Company  entered  into a three  year  employment
agreement with Mr. Klarman  pursuant to which Mr. Klarman is to receive a salary
of $120,000 per annum and the option to purchase 150,000 shares of the Company's
Common  Stock at an exercise  price of $2.00 per share,  subject to a three year
vesting  schedule.  The employment  agreement  provides that Mr. Klarman will be
General Counsel to and Secretary of the Company. The agreement also acknowledges
that Mr.  Klarman  shall  have the right to  represent  non-competing  companies
during the term of the agreement.

         In July  1996,  Dr.  Mati  Wax  entered  into a three  year  employment
agreement with the Company whereby as Chief Technology  Officer of same, Dr. Wax
is to receive a salary of $100,000  per annum,  the option to  purchase  100,000
shares of the  Company's  Common Stock at an exercise  price of $2.00 per share,
subject to a three  year  vesting  schedule,  and  50,000  restricted  shares of
Labyrinth's common stock, subject to a three year vesting schedule.

         In June 1996, the Company entered into a five year employment agreement
with Ilan Arbel pursuant to which Mr. Arbel was to be Vice President of Business
Development,  a non-executive officer position,  upon the Company's consummation
of the acquisitions of Labyrinth and Mantra.  Mr. Arbel's sole  compensation was
the grant of options to purchase  1,000,000  shares of Common Stock at $1.00 per
share  for a period  of five  years and  2,250,000  shares  at $1.33 per  share,
exercisable  until  December 31, 1996.  In July 1996 Mr.  Arbel,  exercised  his
option to purchase  1,000,000  shares at $1.00 in full. Mr. Arbel  exercised the
remaining options in August and December 1996. Pursuant to an S-8 registration




<PAGE>
   
statement, 1,000,000 shares were transferred. The S-8 registration statement has
been amended to deregister the sale of the remaining  shares,  all of which were
issued with restrictive legends.

     Between July 1996 and December  1997, the Company  entered into  consulting
agreements  with  individuals  and entities  within the  investment  banking and
cellular communications industries.  These consultants have been instrumental in
the  raising  of  capital  for the  Company  and have been  engaged  to  provide
expertise  in the  area  of  cellular  communications.  The  consultants  are to
initiate  and  facilitate  relationships  with  companies  operating  within the
investment banking and cellular  communications  industries.  In addition,  they
seek to coordinate the development of purchasers for the Company's  products and
the  co-development of business ventures for the possible  combination and joint
development of technologies within the communication  industry.  The Company has
granted  options to purchase an aggregate of 1,450,000  shares of the  Company's
Common Stock at exercise  prices ranging from $2.00 to $4.00 per share.  Some of
the options  granted have been  subject to vesting  schedules.  In addition,  an
aggregate of $100,000 is being paid to a consultant for services rendered in the
business  development and  capitalization of the Company.  No other compensation
was issued to these consultants;  however,  certain  consulting  agreements have
provisions for fees to be paid in the event that transactions are consummated by
the Company based on relationships initiated by such consultants.
    

Stock Option Plan

         During 1993,  the Company  adopted the Company's 1993 Stock Option Plan
("the  Plan").  The Board  believes  that the Plan is  desirable  to attract and
retain  executives  and other key employees of  outstanding  ability.  Under the
Plan,  options to purchase an aggregate of not more than 37,500 shares of Common
Stock may be granted from time to time to key  employees,  Officers,  Directors,
advisors, and independent consultants to the Company and its subsidiaries.

         The Board of Directors is charged with the  administration  of the Plan
and  is  generally  empowered  to  interpret  the  Plan,   prescribe  rules  and
regulations  relating  thereto,  determine  the terms of the option  agreements,
amend same with the consent of the Optionee(s),  determine the employees to whom
options are to be granted,  and determine  the number of shares  subject to each
option  and the  exercise  price  thereof.  The per  share  exercise  price  for
incentive stock options  ("ISO's") will not be less than 100% of the fair market
value of a share of the Common Stock on the date the option is granted  (110% of
fair market value on the date of grant of an ISO if the optionee  owns more than
10% of the Common Stock of the Company).

         Options will be  exercisable  for a term  determined by the Board which
will not be less than one year. Options may be exercised only while the original
grantee has a relationship with the Company or with a subsidiary of the Company,
which latter  relationship  confers eligibility to be granted options, or at the
sole  discretion of the Board,  within ninety days after the original  grantee's
termination.  In the event of termination due to retirement,  the Optionee, with
the  consent of the Board,  shall have the right to  exercise  his option at any
time during the thirty-six month period  following such retirement.  Options may
be exercised  up to  thirty-six  months  after the death or total and  permanent
disability of an Optionee. In the event of certain basic changes in the Company,
including  a change in  control of the  Company  as defined in the Plan,  in the
discretion  of  the  Board,   each  option  may  become  fully  and  immediately
exercisable.




<PAGE>

ISO's are not  transferable  other  than by will or by the laws of  descent  and
distribution.  Options may be exercised during the holder's lifetime only by the
holder or his guardian or legal representative.

         Options  granted  pursuant to the Plan may be  designated as ISO's with
the attendant tax benefits  provided  therefor pursuant to Sections 421 and 422A
of the Internal  Revenue Code of 1986.  Accordingly,  the Plan provides that the
aggregate  fair market value  (determined  at the time an ISO is granted) of the
Common  Stock  subject to ISO's  exercisable  for the first time by an  employee
during any calendar  year (under all plans of the Company and its  subsidiaries)
may not exceed $100,000.  The Board may modify,  suspend, or terminate the Plan,
provided,  however, that certain material modifications  affecting the Plan must
be approved by the  shareholders,  and any change in the Plan that may adversely
affect an Optionee's  rights under an option  previously  granted under the Plan
requires the consent of the Optionee.




<PAGE>
ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                           AND MANAGEMENT

         The following table sets forth certain  information as of June 10, 1997
with  respect to the  beneficial  ownership  of Common  Stock by (i) each person
(including  any  "group"  as  that  term  is used  in  Section  13(d)(3)  of the
Securities  Exchange  Act of 1934,  as  amended)  known by the Company to be the
owner  of 5% or more of the  outstanding  shares  of  Common  Stock;  (ii)  each
Director;  and (iii) all Officers and Directors as a group.  Except as otherwise
indicated  below,  each named  beneficial owner set forth herein has sole voting
power with respect to the shares of Common Stock listed opposite his name.
<TABLE>
<CAPTION>


Name and  Address                                Amount and                  % of outstanding]
of Beneficial Owner                              Nature of                   shares owned
                                                 Beneficial
                                                 Ownership
<S>                                              <C>                         <C>  
   
Dr. Oliver Hilsenrath
c/o U.S. Wireless Corp.                          3,750,000(1)                42.2%
2694 Bishop Drive, Suite 213                      
    
San Ramon, CA 94583

United Textiles & Toys
   
Corporation                                         378,758                   5.1%
448 West 16th Street
    
New York, New York 10011

David Tamir (2)
c/o U.S. Wireless Corp.                                --                       --
2694 Bishop Drive, Suite 213
San Ramon, CA 94583

Regina Gindin (2)
c/o U.S. Wireless Corp.
2694 Bishop Drive, Suite 213                           --                       --
San Ramon, CA 94583

Galit Capital Limited
   
(3)                                                1,071,880                 14.5%
    
Tortola, British Virgin Islands

Amir Overseas Capital Limited(
   
(3)                                                  750,000                 10.1%
    
Tortola, British Virgin Islands

ZOE Arbel Trust (3)
   
                                                     500,000                  6.8%
    
Tortola, British Virgin Islands

Officers and Directors as a group
(4 persons) (1) - (2)                              3,750,000                 42.2%

       
</TABLE>

<PAGE>
         Footnotes from previous page
   
    
         *Less than 1%.

     (1) Includes 1,500,000 shares of Common Stock issuable upon the exercise of
an option granted pursuant to Dr. Hilsenrath's  employment  agreement.  

     (2) Does not include  stock  options to purchase  an  aggregate  of 100,000
shares of Common  Stock  which vest 1/3 each year from  grant,  non of which are
presently vested or exercisable.
   

     (3) Mr.  Arbel,  a former  Officer and Director of the  Company,  exercised
options granted pursuant to an employment  agreement and thereafter  transferred
said shares to the referenced  companies.  Mr. Arbel denies beneficial ownership
of these shares.
    


ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   
     In June 1996, the Company's Board of Directors,  pursuant to the consent of
the  then  majority  stockholder  of the  Company,  distributed  ("the  Spin-off
Distribution")  the shares of common stock of Playco  owned by the  Company.  In
addition,  the  Company,  as majority  stockholder  of Playco,  prior to, but in
contemplation  of  the  Spin-off  Distribution,  authorized  the  conversion  of
Playco's Series D Preferred Stock owned by the Company into 1,157,028  shares of
Playco's  common stock.  This  conversion  was based on the average  closing bid
price ($1.21) of Playco's shares for the ninety day period from March 1, 1996 to
May 31, 1996.
    

       
   
     In June 1996,  European  Ventures Corp.  ("EVC"),  a British Virgin Islands
corporation of which Moses Mika at the time was the sole Officer,  Director, and
stockholder,  acquired 3,106,005 shares of the Company's Common Stock, par value
$.01,  in exchange  for 400,000  shares of common stock of  Multimedia  Concepts
International, Inc. ("Media"), a Delaware Corporation. The Company had the right
either to pay $1,800,000  for the shares or to transfer  400,000 shares of Media
to the Company.  Mr. Mika is the father of Mr. Arbel,  the former  President and
Chief Executive Officer of the Company. The shares of Common Stock issued to EVC
were not eligible for the Spin-off Distribution of the Playco shares referred to
herein.  In April 1997, the Company and EVC entered into an agreement to rescind
the  transaction,  and EVC returned  2,706,006 shares to the Company in exchange
for the 400,000 shares of Media. This transaction was consummated in May 1997.

     See "Executive  Compensation-Employment  and Consulting  Agreements"  for a
discussion of the  compensation  arrangements the Company has with its Executive
Officers and consultants.
    




<PAGE>
                                     PART IV

ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K

         All exhibits,  except those  designated with an asterisk (*), which are
filed  herewith,  previously  have been filed with the  Commission in connection
with (i) the  Company's  Registration  Statement  on Form SB-2,  dated March 28,
1994,  under  file No.  33-68306-NY;  or (ii) Form  8-K,  dated  July 11,  1996,
pursuant to 17 C.F.R. Section 230.411, and are incorporated by reference herein.
<TABLE>
<CAPTION>

<S>                        <C>                                                                                            
2.1               -        Stock Purchase Agreement Among the Company, Labyrinth Communications
                           Technologies Group, Inc., and the stockholders of Labyrinth Communications
                           Technologies Group, Inc., dated July 10, 1996 (incorporated by reference to the
                           indicated exhibit in the Company's Form 8-K dated July 11, 1996).

2.2               -        Stock Purchase Agreement Among the Company, Mantra Technologies, Inc., and
                           the  stockholders of Mantra Technologies, Inc., dated July 10, 1996 (incorporated
                           by reference to the indicated exhibit in the Company's Form 8-K dated July 11,
                           1996).

3.1               -        Certificate of Incorporation of the Company filed February 12, 1993.  (incorporated by
                           reference to the indicated exhibit in the Company's SB-2 Registration Statement File No. 33-
                           68306-NY )

3.2               -        Amended and Restated Certificate of Incorporation of the Company filed on August 25,
                           1993. (incorporated by reference to the indicated exhibit in the Company's SB-2 Registration
                           Statement File No. 33-68306-NY)

3.4               -        By-Laws of the Company. (incorporated by reference to the indicated exhibit in the
                           Company's SB-2 Registration Statement File No. 33-68306-NY)

3.5               -        Specimen Common Stock Certificate.

4.7               -        Form of Option from Stockholders of Mantra Technologies, Inc., dated July 10, 1996
                           (incorporated by reference to the indicated exhibit in the Company's Form 8-K dated July 11,
                           1996).

10.41             -        The 1993 Stock Option Plan  (incorporated by reference to the indicated exhibit in the
                           Company's SB-2 Registration Statement File No. 33-68306-NY)

10.74             -        Form  of  Employment  Agreement  with  Dr.  Oliver
                           Hilsenrath   (incorporated   by   reference   to  the
                           indicated  exhibit  in the  Company's  Form 8-K dated
                           July 11, 1996).

10.75             -        Form of Stockholders Agreement for Labyrinth (incorporated by reference to the
                           indicated exhibit in the Company's Form 8-K dated July 11, 1996).
   
10.76 *           -        S & S Engineering agreement.

10.77*            -        Amended Employment Agreement with Dr. Oliver Hilsenrath.

10.78*            -        Employment Agreement with David Klarman

10.79*            -        Employment Agreement with Dr. Mati Wax.

10.80*            -        Consulting Agreement with Young Associates.

10.81*            -        Consulting Agreement with Dennis Frances.

10.82*            -        Consulting Agreement with Spencer Corporation.

10.83*            -        Consulting Agreement with Ryburn Limited.

10.84*            -        Consulting Agreement with Crossgar Limited.

10.85*            -        Consulting Agreement with Pelican Investments Limited.

21.01             -        List of all Company Subsidiaries.

27.01             -        Financial Data Schedule.
    
</TABLE>

<PAGE>
                                   SIGNATURES

   
         In accordance with Section 13 or 15(d) of the Exchange Act, the Company
has duly  caused  this  report to be signed  on its  behalf by the  undersigned,
thereunto duly authorized this 23th day of June, 1997.
    


                                                       U.S. WIRELESS CORPORATION



   
                                                   By: \s\ Dr. Oliver Hilsenrath
                                                           Dr. Oliver Hilsenrath
                                                         Chief Executive Officer
    



         In accordance  with the Exchange Act, this report has been signed below
by the following persons on behalf of the Company,  in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>


   
<S>                                               <C>                           <C> 
\s\ Dr. Oliver Hilsenrath                         Chief Executive Officer       June 23, 1997
Dr. Oliver Hilsenrath                             President and Director        Dated
    

\s\ David Tamir                                   Director                      June 23, 1997
   
David Tamir                                                                     Dated
    

\s\ Regina Gindin                                 Director                      June 23, 1997
   
Regina Gindin                                                                   Dated
    
</TABLE>

<PAGE>
                   U.S. WIRELESS CORPORATION AND SUBSIDIARIES


                                    CONTENTS

<TABLE>
<CAPTION>


                                                                                                               Page


<S>                                                                                                               <C>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                                                            F - 2


CONSOLIDATED BALANCE SHEET                                                                                    F - 3


CONSOLIDATED STATEMENTS OF OPERATIONS                                                                         F - 5


STATEMENTS OF STOCKHOLDERS' EQUITY                                                                            F - 7


CONSOLIDATED STATEMENTS OF CASH FLOWS                                                                         F - 9


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                                   F - 13

</TABLE>
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS







To the Board of Directors and Stockholders

U.S. Wireless Corporation and Subsidiaries



We have audited the  accompanying  consolidated  balance sheet of U.S.  Wireless
Corporation,  formerly  known as American  Toys,  Inc.,  and  Subsidiaries  (the
"Company")  as of March 31,  1997 and the  related  consolidated  statements  of
operations, stockholders' equity and cash flows for each of the two years in the
period ended March 31, 1997. These financial  statements are the  responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audits.



We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.



In our opinion,  such consolidated  financial  statements present fairly, in all
material  respects,  the financial position of the Company as of March 31, 1997,
and the results of its  operations  and its cash flows for each of the two years
in the period  ended March 31,  1997,  in  conformity  with  generally  accepted
accounting principles.















HASKELL & WHITE

Certified Public Accountants

     May 30, 1997, except for the last sentence of Note 6.a) which is as of June
16, 1997



                                      F - 2



<PAGE>
                   U.S. WIRELESS CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 1997





                                     ASSETS
<TABLE>
<CAPTION>
Current assets

<S>                                                                                                <C>             
     Cash and cash equivalents                                                                     $      5,328,781

     Other current assets                                                                                     3,500

         Total current assets                                                                             5,332,281

Equipment, improvements and fixtures, net                                                                   281,211

Excess of costs over basis of net assets acquired, net of
     accumulated amortization of $100,000                                                                 2,150,000

Other assets                                                                                                  4,667

         Total assets                                                                              $      7,768,159
                                                                                                 ================
</TABLE>

          See accompanying notes to consolidated financial statements.



                                      F - 3



<PAGE>
                   U.S. WIRELESS CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 1997

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

Current liabilities

<S>                                                                                                <C>             
     Accounts payable and accrued expenses                                                         $        140,550
     Obligations under capital leases, current                                                               25,238

         Total current liabilities                                                                          165,788

Obligations under capital leases, noncurrent                                                                 45,427

         Total liabilities                                                                                  211,215

Minority interest in subsidiaries                                                                         1,529,534

Commitments (Notes 8 and 9)

Stockholders' equity

    Common Stock, $.01 par value, 40,000,000 shares authorized,
         10,031,250 shares issued and outstanding                                                           100,312

     Additional paid-in capital                                                                          20,493,262

     Unearned compensation                                                                               (1,277,918)

     Stock subscription receivable                                                                       (1,569,483)

     Accumulated deficit                                                                                (11,718,763)

         Total stockholders' equity                                                                       6,027,410

         Total liabilities and stockholders' equity                                                $      7,768,159

                                                                                                  ================
</TABLE>
          See accompanying notes to consolidated financial statements.



                                                     F - 5



<PAGE>
                   U.S. WIRELESS CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED MARCH 31, 1997 AND 1996
<TABLE>
<CAPTION>

                                                                                   1997                1996
                                                                                ---------------    ----------
<S>                                                                             <C>                <C>             
Net sales                                                                       $     5,024,338    $     21,230,853
                                                                              ---------------    ----------------
Cost and expenses

     Cost of sales                                                                    3,429,395          15,132,895

     Operating expenses                                                               4,283,797           9,518,238

     Stock and stock options issued as compensation                                   1,351,535             153,600

     Interest expense and financing fees, net of interest
        income of $137,152 and $18,417, respectively                                   101,019             516,741

         Total costs and expenses                                                     9,165,746          25,321,474
                                                                                ---------------    ----------------
Loss before minority interest in net losses of subsidiaries,
      income tax (expense) benefit and cumulative effect
      of a change in accounting principle                                             (4,141,408)         (4,090,621)

Minority interest in net losses of subsidiaries                                           396,986          1,213,888

Loss before income tax (expense) benefit and cumulative
     effect of a change in accounting principle                                      (3,744,422)         (2,876,733)

Income tax (expense) benefit                                                                  -                   -

Loss before cumulative effect of a change
     in accounting principle                                                         (3,744,422)         (2,876,733)

Cumulative effect of a change in accounting principle                                  (459,435)                  -

Net loss                                                                        $    (4,203,857)   $     (2,876,733)
                                                                                ===============    ================
</TABLE>

See accompanying notes to consolidated financial statements.

                                                     F - 7



<PAGE>
                   U.S. WIRELESS CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED MARCH 31, 1997 AND 1996
<TABLE>
<CAPTION>

                                                                                     1997                1996
                                                                                ---------------    ----------


<S>                                                                             <C>                <C>          
Loss per common equivalent share

     Loss before minority interest in net losses of subsidiaries,
         income tax (expense) benefit and cumulative effect
         of a change in accounting principle                                    $      (0.55)      $      (4.93)

     Minority interest in net losses of subsidiaries                                     0.05              1.46
                                                                                         
     Loss before income tax (expense) benefit and cumulative
         effect of a change in accounting principle                                    (0.50)             (3.47)

     Income tax (expense) benefit                                                        -                   -

     Loss before cumulative effect of a change in
         accounting principle                                                          (0.50)             (3.47)

     Cumulative effect of a change in accounting principle                             (0.06)                -
                                                                                       
     Net loss per common equivalent share                                       $      (0.56)      $      (3.47)
                                                                                ============       ============

Weighted average number of common shares outstanding                               7,443,419             828,891

Pro forma amounts assuming the new minority
     interest accounting method is applied retroactively

    Net loss                                                                $    (3,744,422)   $     (3,336,168)

     Net loss per common equivalent share                                       $      (0.50)      $      (4.02)
                                                                                ============       ============
</TABLE>

          See accompanying notes to consolidated financial statements.



                                                     F - 9



<PAGE>
                   U.S. WIRELESS CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                   FOR THE YEARS ENDED MARCH 31, 1997 AND 1996
<TABLE>
<CAPTION>



                                                        Additional                     Stock                          Total
                                 Common Stock           Paid-in        Unearned        Subscription    Accumulated    Stockholders'
                            Shares        Amount        Capital        Compensation    Receivable      Deficit        Equity




<S>                         <C>          <C>            <C>            <C>             <C>             <C>            <C>       
Balances at April 1, 1995   753,995      $7,540         $5,774,590     $-              $-              $(3,874,126)   $1,908,004

Sale of common shares       56,250       562               273,938      -               -               -                274,500

Issuance of shares as
consideration for services
provided to the Company     15,000       150               153,450      -               -               -                153,600

Issuance of shares in
connection with exercise
of special warrant          68,750       688               549,312      -               -               -                550,000

Net loss for the year ended
March 31, 1996                   -        -                 -           -               -               (2,876,733)   (2,876,733)

Balances at March 31, 1996 893,995     8,940             6,751,290      -               -               (6,750,859)         9,371

Spin-off of Playco as
dividend                         -         -                -           -               -                (731,964)      (731,964)

Cancellation of stock
subscription receivable
and accrued interest      (68,750)      (688)              (549,312)    -               -                 (32,083)      (582,083)
</TABLE>

          See accompanying notes to consolidated financial statements.

                                                     F - 10



<PAGE>
                   U.S. WIRELESS CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                   FOR THE YEARS ENDED MARCH 31, 1997 AND 1996
                                   (Continued)
<TABLE>
<CAPTION>



                                                          Additional                      Stock                        Total
                                  Common Stock            Paid-in          Unearned       Subscription    Accumulated  Stockholders'
                               Shares        Amount       Capital          Compensation   Receivable      Deficit      Equity
<S>                          <C>            <C>           <C>              <C>              <C>            <C>        <C>    
Issuance  of Common Stock
options for compensation           -              -       2,009,453        (1,277,918)         -              -         731,535

Exercise of common
stock options               3,250,000        32,500       3,959,983             -              -              -         3,992,483

Private placement of
Common Stock, net of
offering costs of             $42,000       600,000           6,000        1,452,000           -              -         1,458,000

Common Stock issued for
acquisition                 2,250,000        22,500       2,227,500             -              -              -         2,250,000

Stock subscription 
receivable                  3,106,005        31,060       1,768,940             -          (1,569,483)        -         230,517

Cumulative effect of a
change in accounting 
principle                     -                   -       2,873,408             -              -              -         2,873,408

Net loss for the year ended
March 31, 1997                -                   -         -                   -              -         (4,203,857)    (4,203,857)

Balances at March 31, 1997 10,031,250      $100,312     $20,493,262        $(1,277,918)   $(1,569,483)   $(11,718,763)  $6,027,410
</TABLE>

          See accompanying notes to consolidated financial statements.

                                                     F - 12

<PAGE>
                   U.S. WIRELESS CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED MARCH 31, 1997 AND 1996


                Increase (Decrease) in Cash and Cash Equivalents
<TABLE>
<CAPTION>

                                                                                    1997                1996
                                                                                ---------------    ----------
Cash flows from operating activities

<S>                                                                             <C>                <C>              
     Net loss                                                                   $    (4,203,857)   $     (2,876,733)

     Adjustments to reconcile net loss to net
       cash used for operating activities:

         Cumulative effect of a change in accounting principle                           459,435           -

         Depreciation and amortization                                                   242,382            487,594

         Amortization of excess of cost over net assets acquired                         106,542             78,508

         Minority interest in net losses of subsidiaries                               (396,986)        (1,213,888)

         Issuance of Common Stock for
           compensation and services                                                    620,000             153,600

         Issuance of Common Stock options for compensation
           and services                                                                 731,535                   -

         Write-down of stock subscription receivable                                    230,517                   -

         Increase (decrease) from change in assets and liabilities,
           net of the effects of spin-off of subsidiary:

           Accounts receivable                                                         (165,207)            586,824

           Merchandise inventories                                                   (1,743,239)          1,673,284

           Other current assets                                                         174,810              73,738

           Deposits and other assets                                                     (4,667)             33,387

           Accounts payable and accrued expenses                                      1,632,146           (402,693)

           Deferred rent liability                                                      (20,823)             57,717
                                                                                ---------------    ----------------
                  Net cash used for operating activities                             (2,337,412)        (1,348,662)

Cash flows from investing activities

     Equipment, improvements and fixtures acquired                                     (388,220)          (340,311)
</TABLE>

          See accompanying notes to consolidated financial statements.

                                     F - 13



<PAGE>
                   U.S. WIRELESS CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED MARCH 31, 1997 AND 1996
<TABLE>
<CAPTION>

                                                                                   1997                1996
                                                                                ---------------    ----------



Cash flows from financing activities

<S>                                                                                   <C>                <C>     
     Payments on capital lease obligation                                                     -             (42,045)

     Borrowings under bank lines of credit                                                    -           1,092,361

     Repayments under bank lines of credit                                                    -          (3,466,852)

     Borrowings under financing agreement                                             1,465,859           5,637,392

     Repayments under financing agreement                                                     -          (2,234,367)

     Payment of financing fees                                                                -            (199,455)

     Repayment to stockholders                                                         (381,430)           (217,723)

     Proceeds from affiliates                                                                 -             701,472

     Payment of accrued dividends on subsidiary's
       redeemable preferred stock                                                             -             (18,982)

     Redemption of subsidiary's Series B redeemable preferred
       stock from Common Stock                                                                -            (163,157)

     Proceeds from issuance of Common Stock                                           6,398,483             274,500

     Proceeds from issuance of preferred stock (Playco)                                 584,000                 -

     Redemption of Series B redeemable preferred stock (Playco)                        (87,680)                 -

                  Net cash provided by financing activities                           7,979,232           1,363,144

Net increase (decrease) in cash                                                       5,253,600            (325,829)

Cash and cash equivalents at beginning of year                                           75,181             401,010

Cash and cash equivalents at end of year                                        $     5,328,781    $         75,181
                                                                                ===============    ================
</TABLE>



          See accompanying notes to consolidated financial statements.



                                     F - 15



<PAGE>
                   U.S. WIRELESS CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED MARCH 31, 1997 AND 1996


<TABLE>
<CAPTION>
                                                                                    1997                1996
                                                                                ---------------    ----------



Supplemental disclosure of cash flow information:

<S>                                                                             <C>                <C>             
     Interest paid                                                              $       166,453    $        464,832

     Income taxes paid                                                          $             -    $         15,821

Schedule of non-cash financing activities:

As  discussed  in Note 1, the  Company  spun-off  its shares of Playco in August
1996. This non-cash event had the following  effects on the Company's  financial
statements:



     Decrease in accounts receivable                                                               $        286,793

     Decrease in merchandise inventories                                                                  8,002,320

     Decrease in other current assets                                                                       152,801

     Decrease in equipment, improvements and fixtures, net                                                1,793,833

     Decrease in deferred financing costs                                                                   393,699

     Decrease in deposits and other assets                                                                   57,285

     Decrease in accounts payable and accrued expenses                                                  (4,683,291)

     Decrease in notes payable                                                                          (4,868,884)

     Decrease in deferred rent liability                                                                   (177,112)

     Decrease in minority interest                                                                          358,520

     Decrease in preferred stock                                                                           (584,000)

     Net equity of Playco                                                                                  (731,964)
</TABLE>

As discussed in Note 1, in connection  with the Company's  acquisition  of a 51%
interest in  Labyrinth  Communications  Technologies  Group,  Inc.,  the Company
issued 2,250,000 shares of Common Stock.

As discussed  in Note 9, the Company  exchanged  3,106,005  shares of its Common
Stock for 400,000  shares of Multimedia  Concepts  International,  Inc.'s Common
Stock.  Subsequent  to March 31,  1997,  the  Company  negotiated  the return of
2,706,006  shares of its Common  Stock in exchange for the return of the 400,000
shares of Multimedia  Concepts  International,  Inc. Common Stock. In connection
these transactions,  the Company recorded a stock subscription receivable in the
amount of $1,569,483 and a current year expense of $230,517.

During the year ended March 31, 1997,  the Company issued options to purchase an
aggregate of 2,641,500  shares of Common Stock to employees.  In connection with
these  issuances,  the Company  recorded  compensation  expense of $271,535  and
unearned compensation of $1,277,918.

          See accompanying notes to consolidated financial statements.

                                     F - 17



<PAGE>
                   U.S. WIRELESS CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED MARCH 31, 1997 AND 1996

Schedule of non-cash financing activities (continued):

During the year ended March 31, 1997, the Company issued  1,550,000 Common Stock
options to consultants. In connection with these issuances, the Company recorded
compensation expense of $460,000.

During the year ended  March 31,  1997,  the Company  canceled a $550,000  stock
subscription receivable and $32,083 of related accrued interest.

During the year ended March 31, 1997,  the Company  entered into capital  leases
for office equipment that totaled $70,665.

During the year ended March 31, 1996,  the Company  issued  15,000 shares of its
Common Stock as  consideration  for services and recorded  related  compensation
expense of $153,600.

During the year ended March 31, 1996,  the Company  issued  68,750 shares of its
Common Stock as a result of the exercise of a special warrant.

          See accompanying notes to consolidated financial statements.



                                     F - 19



<PAGE>
                   U.S. WIRELESS CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED MARCH 31, 1997 AND 1996

1.       ORGANIZATION



         U.S.  Wireless  Corporation,  (the  "Company") was  incorporated in the
         State of Delaware on February 12, 1993.  On July 31, 1996,  the Company
         consummated  a  stock  purchase  agreement  and  acquired  51%  of  the
         outstanding   shares  of  common  stock  of  Labyrinth   Communications
         Technologies  Group, Inc.  "Labyrinth",  whereby 20% of the shares were
         acquired  for  $2,000,000  from  Labyrinth  and an  additional  31% was
         acquired  from the  principle  stockholder  of Labyrinth  for 2,250,000
         shares  of the  Company's  Common  Stock.  Upon  consummation  of  this
         acquisition,   the  founding  shareholder  of  Labyrinth,   Dr.  Oliver
         Hilsenrath,  was appointed the Company's  President and Chief Executive
         Officer.  Labyrinth  is a  development  stage  company  engaged  in the
         research  and  development  of  wireless  communications  hardware  and
         software technology.



         On July 31,  1996,  the  Company  also  consummated  an  agreement  and
         acquired 51% of the  outstanding  common stock of Mantra  Technologies,
         Inc.  ("Mantra")  and an option to  acquire  the  remaining  49% of the
         outstanding  shares of common stock for an aggregate  purchase price of
         $500,000.  Pursuant to the terms of the agreement,  the Company has the
         right  to  acquire  the  remaining  49% of the  outstanding  shares  of
         Mantra's common stock in exchange for an aggregate  1,000,000 shares of
         the Company's  Common  Stock.  In order for the Company to exercise its
         options,  the closing  bid price of its Common  Stock must have been at
         least  $5.00 for the 30  trading  days  prior to the date of  exercise.
         Mantra  is  a  development  stage  company  which  is  engaged  in  the
         development  of an advanced  user  interface for the Internet and other
         databases.



         Prior to the acquisitions of Labyrinth and Mantra,  the Company,  which
         was formerly known as American Toys, Inc., was the majority stockholder
         of Play Co. Toys & Entertainment Corp.  ("Playco"),  a California-based
         toy retailer.  On June 1, 1996,  the then majority  stockholder  of the
         Company,  United Textiles & Toys Corporation,  formerly known as Mister
         Jay  Fashions   International  Inc.  ("Mister  Jay"),  a  publicly-held
         Delaware  Corporation,  authorized and consented to the spin-off of the
         shares  of  common  stock  of  Playco  owned  by  the  Company  to  the
         stockholders  of the Company as of the record date of August 15,  1996.
         Additionally,   the  Company,   as  majority   stockholder  of  Playco,
         authorized  the  conversion of its 1 share of Series D preferred  stock
         owned into  1,157,028  shares of Playco's  common  stock,  based on the
         average  closing bid price  ($1.21) of  Playco's  shares for the period
         from March 1, 1996 to May 31, 1996.



         Pursuant to a special meeting of the  shareholders on May 31, 1996, the
         Company  effected,  as of April 17, 1996, a one-for-four  reverse stock
         split. The consolidated  financial  statements give retroactive  effect
         for this one-for-four reverse stock split.



          See accompanying notes to consolidated financial statements.

                                     F - 20



<PAGE>
2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         a)       Consolidated financial statements

                  The consolidated financial statements for the year ended March
                  31,  1997,  include the  accounts of the  Company,  Labyrinth,
                  Mantra  and Playco  through  the  spin-off  date of August 15,
                  1996. The consolidated financial statements for the year ended
                  March 31, 1996 include the accounts of the Company and Playco.
                  All significant  intercompany  balances and transactions  have
                  been eliminated in consolidation.

                  For the  year  ended  March  31,  1997,  100% of the  recorded
                  revenues and cost of sales, approximately 64% of the operating
                  expenses, and 100% of the interest expense are from the Playco
                  operations  through the August 15,  1996  spin-off  date.  The
                  Company  has  recorded  no  revenues  from the  operations  of
                  Labyrinth and Mantra through March 31, 1997.

         b)       Cash and cash equivalents

                  The Company considers all highly liquid investments  purchased
                  with a  maturity  of  three  months  or  less  on the  date of
                  acquisition to be cash equivalents.

         c)       Equipment, improvements and fixtures

                  Equipment,  improvements  and  fixtures  are recorded at cost.
                  Depreciation   and   amortization   are  provided   using  the
                  straight-line  method over the estimated  useful lives (3 - 15
                  years)  of the  related  assets.  Leasehold  improvements  are
                  amortized  over the lesser of the  related  lease terms or the
                  estimated  useful lives of the  improvements.  Maintenance and
                  repairs are charged to operations as incurred.

         d)       Excess of costs over basis of net assets acquired

                  Excess of costs  over basis of net  assets  acquired  is being
                  amortized  on the  straight-line  method  over a period  of 15
                  years. The Company assesses whether there has been a permanent
                  impairment  in the value of intangible  assets by  considering
                  factors such as estimated  future revenues and product demand,
                  related competition and other economic factors. Management has
                  determined that no impairment  adjustments have been necessary
                  to date.

          See accompanying notes to consolidated financial statements.



                                     F - 22



<PAGE>
     2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         e)       Income taxes

     The Company  accounts  for income  taxes in  accordance  with  Statement of
Financial  Accounting  Standards No. 109,  "Accounting  for Income Taxes," which
requires  the use of the  "liability  method" of  accounting  for income  taxes.
Accordingly,  deferred tax  liabilities  and assets are determined  based on the
difference  between  the  financial  statement  and  tax  bases  of  assets  and
liabilities,  using  enacted  tax  rates in  effect  for the  year in which  the
differences  are  expected to  reverse.  Current  income  taxes are based on the
year's income taxable for federal and state income tax reporting purposes.

         Accounting for employee stock options

     In October 1995, the Financial  Accounting Standards Board issued Statement
of Financial  Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation."  In conformity  with the  provisions of SFAS No. 123, the Company
has  determined  that it will not change to the fair value  method  presented by
SFAS No. 123 and will continue to follow Accounting  Principle Board Opinion No.
25 for  measurement and recognition of employee  stock-based  transactions.  The
Company has adopted the "disclosure only" requirements of SFAS No. 123 in fiscal
year 1997.

         Software development costs

     Costs incurred in the research and development of new software products are
expensed as incurred until technological feasibility has been established. After
technological  feasibility is established,  any additional costs are capitalized
in accordance with SFAS No. 86, "Accounting for the Cost of Computer Software to
Be Sold,  Leased or Otherwise  Marketed."  The  establishment  of  technological
feasibility and the ongoing assessment of recoverability of capitalized software
development  costs require  considerable  judgment by management with respect to
certain external factors such as anticipated future revenues, estimated economic
life and changes in software and hardware technologies.  No software development
costs have been capitalized during the year ended March 31, 1997.

          See accompanying notes to consolidated financial statements.



                                     F - 24



<PAGE>
2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         h)       Net loss per share

                  Net loss per share is based upon the weighted  average  number
                  of  outstanding  common shares  during the year.  Common Stock
                  equivalents have been excluded from the computation  since the
                  results would be anti-dilutive.

         i)       Use of estimates

                  The  preparation  of financial  statements in conformity  with
                  generally accepted  accounting  principles requires management
                  to make  estimates  and  assumptions  that affect the reported
                  amounts of assets and liabilities,  revenues and expenses, and
                  disclosure of contingent assets and liabilities at the date of
                  the  financial  statements.  Actual  amounts could differ from
                  those estimates.

         j)       Concentration of credit risk

                  As of March 31,  1997,  the Company had cash on deposit with a
                  financial  institution  that  exceeded the  federally  insured
                  limit by $3,047,096.

         k)       Reclassifications

                  Certain  amounts as of and for the year ended  March 31,  1996
                  have  been   reclassified  for  presentation   purposes.   The
                  reclassifications  have no effect on the  Company's  financial
                  position or results of operations as previously reported.

         l)       New Accounting Pronouncement

                  In February 1997,  the Financial  Accounting  Standards  Board
                  issued SFAS No. 128, Earnings Per Share ("EPS").  SFAS No. 128
                  requires  all  companies  to present  "basic" EPS and, if they
                  have a complex  capital  structure,  "diluted" EPS. Under SFAS
                  No. 128,  "basic" EPS is computed by dividing income (adjusted
                  for any preferred  stock  dividends)  by the weighted  average
                  number  of  common  shares   outstanding  during  the  period.
                  "Diluted" EPS is computed by dividing income (adjusted for any
                  preferred  stock  or  convertible   stock  dividends  and  any
                  potential income or loss from  convertible  securities) by the
                  weighted  average number of common shares  outstanding  during
                  the period plus the number of  additional  common  shares that
                  would have been  outstanding if any dilutive  potential Common
                  Stock had been issued. The issuance of anti-dilutive potential
                  Common Stock should not be considered in the  calculation.  In
                  addition, SFAS No. 128 requires certain additional disclosures
                  relating  to EPS.  SFAS No.  128 is  effective  for  financial
                  statements  issued for periods ending after December 15, 1997.
                  Thus,  the  Company  expects to adopt the  provisions  of this
                  statement in fiscal year 1998.  Management does not expect the
                  adoption of this  pronouncement to have significant  impact on
                  the Company's financial statements.

                See accompanying notes to consolidated financial statements.



                                     F - 26



<PAGE>
3.       CHANGE IN ACCOUNTING PRINCIPLE

         During the first  quarter of the  Company's  fiscal  year,  the Company
         changed its method of accounting for the minority shareholders interest
         in Playco.  The Company  changed  from one method of  accounting  which
         records the total amount of the net  proceeds  received  from  Playco's
         equity  transactions  as the  minority  interest  to a  more  generally
         accepted method which reflects the minority interest as a percentage of
         the net  assets of  Playco.  The  change  in  accounting  for  minority
         interest is recorded as a cumulative  effect of a change in  accounting
         principle,  which  had the  effect of  reducing  minority  interest  by
         $2,413,973,  increasing  additional  paid-in-capital  by $2,873,408 and
         increasing  the net loss for the year ended March 31, 1997 by $459,435.
         The consolidated financial statements have not been restated to reflect
         this  accounting  change;  however,  pro forma  information,  as if the
         change were made retroactively,  is shown on the consolidated statement
         of operations.

4.       EQUIPMENT, IMPROVEMENTS AND FIXTURES, NET

         Equipment,  improvements and fixtures,  net, at March 31, 1997 and 1996
         consisted of the following:
<TABLE>
<CAPTION>

                                                                                  1997                1996
                                                                                ---------------    ----------
<S>                                                                             <C>                <C>             
         Furniture, fixtures and equipment                                      $       299,692    $      2,918,621

         Leasehold improvements                                                               -             542,785

         Computerized inventory management system                                             -             484,074

         Signs                                                                                -             265,959

         Vehicles                                                                             -             104,912

                                                                                        299,692           4,316,351

         Less accumulated depreciation and amortization                                (18,481)          (2,457,813)

                                                                                $       281,211    $      1,858,538
</TABLE>

         Equipment,  improvements and fixtures  include  equipment under capital
         leases of $70,665 and no accumulated amortization as of March 31, 1997.

          See accompanying notes to consolidated financial statements.



                                                          F - 28



<PAGE>
5.       INCOME TAXES

         The  reconciliation  of income taxes computed at the federal  statutory
         tax rate to income tax expense at the  effective  income tax rate is as
         follows:
<TABLE>
<CAPTION>

                                                                                     1997                1996
                                                                                ---------------    ----------
<S>                                                                                     <C>             <C>    
         Federal statutory income tax (benefit) rate                                    (34.0)%         (34.0)%

         Increases (decreases) resulting from:

              Non-deductible expenses                                                       6.7           2.0

              Net change in valuation allowance                                            27.3          32.0
                                                                                ---------------    ---------------
         Effective income tax benefit rate                                                   -%             - %

         The income tax effects of  significant  items  comprising the Company's
         net deferred income tax assets and liabilities as of March 31, 1997 and
         1996 are as follows:
                                                                                    1997                1996
                                                                                ---------------    ----------



         Inventories                                                            $             -    $   (57,883)

         AMT tax credits                                                                      -        (23,260)

         Accrued expenses                                                                     -        (17,816)

         Valuation allowance                                                                  -         98,959

         Current portion of deferred tax liabilities                            $             -    $        -
                                                                                               
         Depreciation and amortization                                          $        15,639    $    246,185
 
         Net operating loss carryforwards                                            (1,192,326)     (1,958,123)

         Deferred rent liability                                                              -         (79,447)

         Unearned compensation                                                         (542,479)              -

         Valuation allowance                                                          1,719,166        1,791,385
                                                                                ---------------    ----------------

         Long-term portion of deferred tax liabilities                          $             -    $          -
</TABLE>

         At March 31, 1996, a significant portion of the deferred tax assets and
         deferred tax liabilities  resulted from Playco.  At March 31, 1997, the
         deferred tax assets and liabilities result from the Company,  Labyrinth
         and  Mantra.  The  Company  has  federal  and state NOLs  approximating
         $3,387,784 and $659,492,  respectively.  The federal NOL  carryforwards
         expire  between  the years 2009 and 2012.  The state NOL  carryforwards
         expire in the year  2002.  Utilization  of a portion of the NOLs may be
         limited on Section 382 of the  Internal  Revenue  Code due to ownership
         changes.


         At March  31,  1997  and  1996,  a 100%  valuation  allowance  has been
         provided to reduce the Company's net deferred tax assets for the amount
         by which  the  deferred  tax asset  related  to NOLs  exceeded  the net
         deferred tax liability resulting from all other temporary  differences.
         The Company has  provided  the  allowance  since  management  could not
         determine  that it was "more  likely than not" that the benefits of the
         deferred tax assets would be realized.

          See accompanying notes to consolidated financial statements.



                                     F - 30



<PAGE>
6.       STOCKHOLDERS' EQUITY

         a)       Sale of shares

                  On June 16,  1995,  pursuant to an amendment to Form S-8 filed
                  with the Securities and Exchange  Commission (the "SEC"),  the
                  Company  terminated  its original  option to purchase  150,000
                  shares of Common Stock at $4.25.  Such amendment  included the
                  registration of 150,000 and 75,000 new options,  respectively,
                  to the Company's  former President and to a former Director at
                  an exercise price of $1.00 per share. Such shares were granted
                  on June 2, 1995.  During  June  1995,  all such  options  were
                  exercised and the Company received $225,000 as payment for the
                  56,250  post-split  common  shares.  On the  grant  date,  the
                  average market value of the Company's shares was approximately
                  $1.22  per  share.  Accordingly,   the  Company  has  recorded
                  compensation expense in the amount of $49,500 which represents
                  the excess of the fair market value over the exercise price of
                  such options on the grant date.


                  On August 11, 1995, the Company filed Amendment #2 to Form S-8
                  clarifying  the date of grant with  respect to the new 225,000
                  options registered in Amendment No. 1 to Form S-8.

                  On  August  24,  1995,  pursuant  to a Form  S-8  Registration
                  Statement  filed with the SEC, the Company  registered  30,000
                  post-split  common shares  underlying  options to issue Common
                  Stock of the Company.  In  connection  therewith,  the Company
                  issued  15,000  shares of Common Stock to two  consultants  as
                  consideration  for  services.  On the grant date,  the average
                  market value of the Company's shares was  approximately  $2.56
                  per  share.  Accordingly,   the  Company  recorded  consulting
                  expense in the amount of  $153,600  ($2.56 x 60,000  pre-split
                  common  shares)  since such  consulting  contracts  expired on
                  November 8, 1995.

                  During  July 1996,  the  Company  commenced  and  completed  a
                  private placement of its Common Stock,  whereby it offered and
                  sold 600,000  shares of its Common Stock.  The gross  proceeds
                  received  from  the  sale  were  $1,500,000.   Simultaneously,
                  Labyrinth  consummated a private placement of its Common Stock
                  whereby it sold 79,000 shares for aggregate  gross proceeds of
                  $948,000.

          See accompanying notes to consolidated financial statements.


                                     F - 32



6.       STOCKHOLDERS' EQUITY (continued)

         a)       Sale of shares (continued)

     In July 1996, pursuant to a Form S-8 Registration  Statement filed with the
SEC, the Company registered  3,250,000 shares of Common Stock underlying options
held by the  Company's  former  President.  All shares except  1,000,000  have a
restrictive legend. The 3,250,000 options were exercised by the former President
between July 1996 and December 1996 for an aggregate of $3,992,483.  On June 16,
1997, the Company filed an amendment to the S-8 registration  deregistering  the
resale of the remaining 2,250,000 shares.

         b)       Cancellation of stock subscription receivable

     On October 27, 1995,  Mister Jay exercised its right  pursuant to the terms
of a special warrant and purchased  275,000 pre-split common shares at $2.00 per
share and issued a twelve month promissory note for $550,000 bearing interest at
8% per annum. The note, accrued interest totaling $32,083 and the related shares
of Common Stock were canceled by mutual agreement in July 1996.



7.       STOCK OPTIONS

     During the year ended March 31,  1997,  the  Company  issued  Common  Stock
options to its employees and to various consultants  performing services for the
Company.  Options granted to employees vest over three years,  expire five years
from the date of grant and have exercise prices ranging from $2 to $5 per share.
Substantially all options granted to consultants vest  immediately,  expire five
years from the date of grant and have exercise  prices ranging from $2 to $4 per
share.  The number of options  issued and  outstanding  at March 31, 1997 are as
follows:



Options outstanding, beginning of period          -

Granted                                           7,441,500

Canceled                                          -

Exercised                                         (3,250,000)

Options outstanding, end of period                4,191,500

Options exercisable, end of period                1,550,000



          See accompanying notes to consolidated financial statements.



                                     F - 34



<PAGE>
         7.       STOCK OPTIONS (continued)

         The difference  between the exercise price and the fair market value of
         the options  issued to employees on the dates of grant is accounted for
         as unearned  compensation  and  amortized  to expense  over the related
         vesting period. During fiscal 1997, $1,549,453 of unearned compensation
         was  recorded,  of which  $271,535 was amortized to expense as of March
         31, 1997.

         Compensation   expense   associated   with  stock  options   issued  to
         consultants  is  measured  based on the  estimated  value  of  services
         received by the Company.  During fiscal 1997,  $460,000 of compensation
         expense was recorded in connection with these stock options.

         As discussed in Note 2.f),  the Company  follows  Accounting  Principle
         Board  Opinion  No. 25 for  measurement  and  recognition  of  employee
         stock-based  transactions.   Had  the  Company  elected  to  adopt  the
         measurement  and  recognition  provisions  of SFAS No. 123, the Company
         would have  incurred an  additional  $751,226  in related  compensation
         expenses.  The pro forma net loss under the  provisions of SFAS No. 123
         is $(4,955,083) and the pro forma net loss per common  equivalent share
         is $(0.67).

8.       COMMITMENTS

         a)       Operating lease

                  The Company leases office facilities in San Ramon,  California
                  under a  non-cancelable  operating  lease.  The lease requires
                  minimum monthly payments of $8,916 and expires in August 1999.
                  At March 31, 1997, aggregate future minimum lease payments due
                  under this lease are as follows:

Year ending

March 31,

1998                          $ 106,987

1999                          44,578

Total minimum lease payments  $ 151,565




                  Rent expense  related to the operating  lease  discussed above
                  was $75,173 for the year ended March 31, 1997.

          See accompanying notes to consolidated financial statements.



                                     F - 36



<PAGE>
8.       COMMITMENTS (continued)

         b)       Capital leases

                  The Company leases various equipment under two  non-cancelable
                  capital  leases.  Minimum monthly rental payments are $512 and
                  $2,011,  respectively,  and the leases expire in January 2000.
                  Principal   payments   pursuant  to  these  lease   agreements
                  aggregate  $70,665,  of which  $25,238  is due during the year
                  ended March 31,  1998.  At March 31,  1997,  aggregate  future
                  minimum lease payments due under these leases are as follows:


                         Year ending
                           March 31,
 
                           1998                                   30,283

                           1999                                   30,283

                           2000                                   25,235


                                                                  85,801

Less amounts representing interest                               (15,136)

                                                                  $ 70,665  



9. RELATED PARTY TRANSACTIONS

         a)       Employment agreements

                  The  Company  has a five-year  employment  agreement  with its
                  President  that  provides for an annual salary of $160,000 and
                  annual  increases  of 15% per annum.  Upon  execution  of this
                  agreement,  the  President  was  granted an option to purchase
                  1,500,000  shares of the Company's  Common Stock for $2.00 per
                  share.  No such options  were  exercised as of March 31, 1997.
                  The agreement  provides for a two year non-compete period upon
                  termination  of the  President's  employment  and provides for
                  severance  compensation  in the  amount  of  three  times  the
                  aggregate annual compensation paid to the President during the
                  preceding  calendar year. The Company's  President is also the
                  President and sole Director of both Labyrinth and Mantra.

          See accompanying notes to consolidated financial statements.



                                     F - 38



<PAGE>
         9.       RELATED PARTY TRANSACTIONS (continued)

         a)       Employment agreements (continued)

                  The Company also has three-year employment agreements with its
                  Chief Technology  Officer and General Counsel that provide for
                  annual  salaries of $100,000 and  $120,000,  respectively.  In
                  addition,  an aggregate of 250,000  options to purchase shares
                  of the  Company's  Common Stock at $2.00 per share were issued
                  in connection with these agreements.  The options vest equally
                  over a three-year  period and have  five-year  lives.  No such
                  options were vested or exercised as of March 31, 1997.

                  On June 1, 1996, the Company's former President entered into a
                  five-year  employment  agreement.  Pursuant to the  employment
                  agreement, the former President shall not receive
                  any monetary  compensation  during the term. As consideration,
                  the  Company's  former  President was granted stock options to
                  purchase  1,000,000  shares of Common Stock at $1.00 per share
                  for five years and  2,250,000  shares of Common Stock at $1.33
                  per share exercisable until December 31, 1996. As discussed in
                  Note 6.a) all such options were  exercised  during fiscal year
                  1997.

         b)       Investment in Multimedia Concepts International, Inc.

                  On June 28, 1996, European Venture Corp. ("EVC"), an affiliate
                  of the Company's former  President,  entered into an option to
                  acquire  3,106,005  shares of the  Company's  Common Stock for
                  $1,800,000  or for an exchange  for  400,000  shares of Common
                  Stock of Multimedia  Concepts  International,  Inc.  ("MCII"),
                  which shares shall not be subject to the distribution.  During
                  July 1996,  EVC  exercised  its option and acquired  3,106,005
                  shares in exchange for 400,000 shares of Common Stock of MCII.

                  Subsequent  to  year-end,   EVC  returned   2,706,006  of  the
                  Company's  shares  and the  Company  returned  all of the MCII
                  shares  due to a decline in the value of the MCII  shares.  At
                  March 31, 1997, the Company has recorded a stock  subscription
                  receivable in the amount of $1,569,483 in connection  with the
                  return of 2,706,006 shares of its Common Stock.  Additionally,
                  the  Company  has  expensed  $230,517  in fiscal  1997 for the
                  shares of Common Stock that were not returned.

          See accompanying notes to consolidated financial statements.



                                     F - 40



<PAGE>
                                  Exhibit 10.76

                           S & S Engineering Agreement




<PAGE>







                  INDEPENDENT CONTRACTOR/ ENGINEERING AGREEMENT


                  THIS AGREEMENT is made as of this 17th day of December,  1996,
and  is by  and  between  U.S.  Wireless  Corporation,  a  Delaware  corporation
("Company")  with its  principal  executive  offices at 2694 Bishop  Drive,  San
Ramon, CA 94583 (the "Company"),  and S& S Engineering,  a Partnership organized
under the laws of the state of Maryland, with its principal executive offices at
14102 Brown Road, Smithburg, MD 21783 ("Contractor").

                                   WITNESSETH:

         WHEREAS,  the  Company  wishes  to  engage  the  Contractor,   and  the
Contractor  wishes to be so engaged,  as engineer,  to design and  fabricate two
down   converters  and  one  synthesizer   (collectively   referred  to  as  the
"Equipment"),  in accordance with the specifications  provided for in Appendix A
annexed hereto pursuant to the terms and conditions described herein; and

         WHEREAS,  the  Contractor  and the Company shall set forth a production
schedule,  whereby the Equipment shall be built, tested and delivered within 135
calendar days of the date hereof.

         NOW,  THEREFORE,  in  consideration  of the premises,  mutual promises,
covenants,  terms and conditions  contained herein,  and other good and valuable
considerations,  the receipt and  sufficiency of which are  acknowledged  by the
parties hereto, the parties agree and covenant as follows:

         1.       Basic Terms of Engagement.

     (a) The Company hereby engages the Contractor as its engineer to design and
fabricate two down converters and one synthesizer  (collectively  referred to as
the "Equipment") in accordance pursuant to the specifications listed in Appendix
A,  annexed  hereto and made a part  hereof,  as  prototype  for the  Company to
produce in an efficient and cost effective manner.

     (b) The  Contractor  shall adhere to the  following  reporting and progress
scheduling:

     (i) The  preliminary  design of the Equipment  shall be completed  within 3
weeks of the date hereof;

     (ii)  The   fabrication   of  the  initial   downconverter   shall  require
approximately  530 hours and shall be completed within 10 weeks of completion of
item (i) above.

     (iii) The fabrication of the synthesizer  shall require  approximately  410
hours and shall be completed within 8 weeks of completion of item (ii) above.

     (iv)  The   fabrication   of  the  second   downconverter   shall   require
approximately  18 hours and shall be completed  within 1 week of  completion  of
item (iii) above.




<PAGE>



     (v)  Upon  completion  of the  preliminary  design  of the  equipment,  the
Contractor shall provide  bi-monthly  written reports  detailing the progress of
the  fabrication  of the  Equipment.  Each report  shall  provide (i) a detailed
analysis of the stage of production,  problems found and possible  solutions and
any items which may delay  progress  (ii)  pictures of the work in progress  and
(iii) a summary of hours worked and materials (with a cost analysis) used during
the prior two week period.

                  (c) Payment Schedule

     (i) The Contractor shall be paid at an hourly rate of $75 per hour, whereby
the total project cost is estimated at approximately $70,000.

     (ii) The Company  shall pay to  Contractor  an advance of $7,500,  upon the
signing of this  agreement,  in order for the Contractor to commence work.  This
advance shall be applied to the initial billing of the Contractor.

     (iii)  the  Contractor  shall  bill  the  Company  on a  monthly  basis  in
accordance  with  subparagraph  1(b)(v) above,  which bill shall be payable upon
receipt.

     (d) Work Product. All work product of the Contractor, its employees, agents
or  associates,   including  but  not  exclusively  all  intellectual   property
developed,  pursuant to Contractors engagement by the Company,  pursuant to this
Agreement is the sole and exclusive ownership of the Company. In accordance with
instructions by the Company,  the Contractor shall, at the sole cost and expense
of the Company,  file any  intellectual  property with the appropriate  federal,
state,  local or foreign  government  agency or authority  and such  application
shall be immediately upon filing be assigned to the Company.

         2.       Testing and Approval Process.

                  (a) The Contractor  shall provide to the Company  reports with
respect to all  testing  performed  and  results  thereof,  in  accordance  with
subparagraph 1(b)(v) above.

                  (b)  Prior to the  completion  of any  segment  referenced  in
subparagraphs  1(b)(i)  -(iv) above the Company shall be required to approve the
fabricated piece of Equipment, or in the case of the Equipment design the design
itself,  prior  to the  Contractor  commencing  work  on  additional  pieces  of
Equipment.  Travel and the time  required  for  Company  approvals  shall not be
assessed against the productions schedule listed is subparagraph 1(b).


<PAGE>








         3.           Purchase of Materials and Tools and Testing Equipment.

                  (a) All materials, tools and testing equipment purchased shall
be the sole  property  of the Company  and all  purchases  made shall be made on
behalf of the Company.

                  (b) All tools and testing  equipment  needed by the Contractor
must be purchased by the Company.  The Contractor  shall submit a description of
the item  required,  and proposed  place of purchase,  whereby the Company shall
purchase the testing  equipment and have same delivered to the  Contractor,  for
use  during  the term of this  project.  Upon  completion  of the  testing,  the
purchased  equipment  shall be  returned to the  Company.  In the event that the
Contractor  desires to  purchase  used  equipment,  the  Contractor  must obtain
written approval of the Company,  prior to the Contractor  expending an funds to
purchase said equipment.  In the event that the Company  approves such purchase,
the   Contractor   shall  provide  the  Company  with  the  bill  of  sale,  for
reimbursement by the Company.

                  (c) All raw materials required to build the Equipment,  may be
purchased  directly by the  Contractor,  except that any materials  purchased in
excess of an aggregate of $7,000 must be pre-approved in writing by the Company.
The Contractor shall submit a detailed breakdown of the materials  purchased and
bill of sale with its bi-monthly  reports for  reimbursement  in accordance with
subparagraph 1 (c)(iii) above.

         4.           Completion Schedule

                  (a)  In  the  event   that  the   Equipment   is   fabricated,
successfully  tested  and  approved  by the  Company  within 90 days of the date
hereof,  the  Company  shall  pay to the  Contractor  a bonus of 10% of the time
billed, not to exceed $5,000.

                  (b) In the event that the Contractor is delayed in fabricating
and testing the  Equipment,  through no fault of the  Company,  past the 135 day
schedule  period,  then the  Contractor  shall  not bill the  Company  until the
Equipment is  completed  and tested and with  regards to such  additional  hours
above the stated  hours per piece of Equipment as  referenced  in  subparagraphs
1(b)(i) - (iv) above,  the Contractor  shall bill the Company at $37.50 per hour
thereafter.

         5.       Contractor's Covenants.  The Contractor shall:

     (a) Use its best  efforts  and  devote  such  time as deemed  necessary  to
complete the design,  fabrication  and testing of the  Equipment in a timely and
efficient manner and use its best efforts to keep to the schedule  referenced in
subparagraph 1(b)(i)-(iv) above.

     (b) Provide the reports herein required and allow access to the Company and
any of its officers,  directors and employees, to review the Contractors records
with respect to this  Agreement  and to observe and perform its own tests on the
Equipment fabricated.

     (c)  Maintain  records  of  the  design,  fabrication  and  testing  of the
Equipment.

     (d) Upon completion of the fabrication and testing of the Equipment deliver
the



<PAGE>



     Equipment  and all records,  designs and other  documents of a  proprietary
nature to the  Company,  no copies  of which  should be kept by the  Contractor.
Contractor acknowledges that all work product of the Contractor,  its employees,
agents  or  associates  pursuant  to this  Agreement  is the sole and  exclusive
ownership of the Company.

     6.   Non-Disclosure.   The   Contractor   shall   execute   and  deliver  a
Non-disclosure  agreement to the Company in the form annexed  hereto as Appendix
B.

     7. Expenses.  The Company shall not be responsible  for any  administrative
expenses  of  the  Contractor.   Any  expenses  which  the  Contractor   desires
reimbursement  for must be  previously  approved in writing by the Company.  The
Company shall pay all approved expenses for travel and lodging.

     8. Termination. The Company may terminate this Agreement at any time upon 2
days prior notice.  Upon termination the Contractor shall immediately deliver to
the Company the  documents  and  Equipment as referred to in  subparagraph  4(d)
above.

     9.  Indemnification.  The Contractor  agrees to indemnify and hold harmless
the  Company,  its  officers,   partners,   employees,  agents,  associates  and
controlling persons (and the officers, directors,  employees, agents, associates
and  controlling  persons of each of them) from and against any and all injuries
and property damages, and the related  liabilities,  costs and expenses thereof,
directly  caused by the Equipment  fabricated by the  Contractor,  its agents or
employees. This paragraph shall survive termination of this Agreement.

     10. Non-Transferability. This Agreement may not be transferred, assigned or
delegated by any of the parties hereto without the prior written  consent of the
other party hereto.

     11.  Independent  Contractor  Nothing  contained in the Agreement  shall be
construed to constitute the Contractor as a partner,  employee,  or agent of the
Company,  therefore  the  Contractor  shall not have any  authority  to bind the
Company,  it being  intended  that the  Contractor  shall remain an  independent
contractor responsible for its own actions.

     12. Entire contract.  This Agreement and the Appendixes  hereto contain the
entire  understanding  of the parties and  supersedes  all  previous  verbal and
written  agreements.  There  are  no  other  agreements,   representations,   or
warranties not set forth herein.

     13.  Notices.  All notices or other documents under this Agreement shall be
in writing and delivered  personally,  by facsimile or mailed by overnight mail,
addressed to the Company or the Contractor at the addresses first above written,
on any new address designated in like manner by any party hereto.

     14.  Nonwaiver.  No delay or failure by either  party to exercise any right
under this  Agreement,  and no partial or single  exercise of that right,  shall
constitute  a waiver  of that or any other  right,  unless  otherwise  expressly
provided herein.

     15. Headings. Headings in this Agreement are for convenience only and shall
not be used to interpret or construe its provisions.



<PAGE>



     16. Governing law. This Agreement shall be construed in accordance with and
governed by the laws of the State of California.

     17.   Counterparts.   This  agreement  may  be  executed  in  two  or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute one and the same instrument.

     18. Binding effect.  The provisions of this Agreement shall be binding upon
and inure to the benefit of each of the parties and their respective  successors
and assigns.

                                                       U.S. Wireless Corporation


                                                   By: \s\ Dr. Oliver Hilsenrath
                                                           Dr. Oliver Hilsenrath
                                                         Chief Executive Officer


                                                                S&S Engineering,
                                                          A Maryland Partnership


                                                        By: \s\ Richard Szakonyi
                                                                Richard Szakonyi
                                                                         Partner


<PAGE>










                                  Exhibit 10.77

               Amendment to Dr. Hilsenrath's Employment Agreement


<PAGE>








         EMPLOYMENT AGREEMENT

          As of the 9th day of April 1997, the employment  agreement  dated 31st
day of July,  1996, by and between Dr. Oliver  Hilsenrath,  residing at 32 Essex
Court, Alamo CA 94507 (hereinafter  referred to as the "Employee") and Labyrinth
Communications Technology Group, Inc. ("Labyrinth"),  Mantra Technologies,  Inc.
("Mantra") and U.S. Wireless Corporation (formerly American Toys, Inc.), (all of
which are hereinafter collectively referred to as the "Company").

                              W I T N E S S E T H :

     WHEREAS,  the Company employs and desires to continue the employment of the
Employee for the purpose of securing to the Company the experience,  ability and
services of the Employee; and

     WHEREAS,  the Employee desires to continue his present  employment with the
Company,  pursuant to the terms and conditions herein set forth, superseding all
prior agreements between the Company,  its subsidiaries  and/or predecessors and
Employee; and

     NOW, THEREFORE,  it is mutually agreed by and between the parties hereto as
follows:

                                    ARTICLE I
                                   EMPLOYMENT

          Subject to and upon the terms and  conditions of this  Agreement,  the
Company  hereby  agrees to continue  the  employment  of the  Employee,  and the
Employee  hereby accepts such continued  employment in his capacity as President
and Chief Executive  Officer of U.S.  Wireless  Corporation and acting president
and sole  director of Labyrinth  and Mantra.  In this  capacity,  Employee  will
report to the Board of Directors of each company.  It is understood  between the
parties that Mantra and  Labyrinth,  may seek to replace Dr.  Hilsenrath  as its
chief  executive  officer  as such  companies  grow to where  they  require  the
individual attention of a chief executive officer, which shall have no affect on
this Agreement.

                                   ARTICLE II
                                     DUTIES

          (A) The Employee  shall,  during the term of his  employment  with the
Company,  and subject to the direction  and control of the  Company's  Boards of
Directors,  perform such duties and functions  related to his position as he may
be called upon to perform by the Company's  Boards of Directors  during the term
of this Agreement.

          (B) The Employee  agrees to devote 100% of his business  time and best
efforts to the  performance  of his duties for the  Company  and to render  such
services as the boards of directors of such companies shall require.

          (C) The Employee  shall continue to perform,  in conjunction  with the
Company's senior  management,  to the best of his ability the following services
and duties for the Company (by way of example, and not by way of limitation):



<PAGE>




     (i) Those duties attendant to the position with the Company for which he is
hired;

     (ii) Corporate development;

     (iii)  Formulation of the Company's  business plans and  implementation  of
such plans subject to the direction of the Boards of Directors;

     (iv) Promotion of the  relationships  of the Company and their  operations,
including with respect to their respective employees,  customers,  suppliers and
others in the business community;

     (v) Research and development.

     (D) Employee  shall be based in the San Ramon,  California  area, and shall
undertake such occasional  travel,  within or without the United States as is or
may be reasonably necessary in the interests of the Company.

                                   ARTICLE III
                                  COMPENSATION

         (A) Commencing with the  commencement  date of his initial  employment,
the Company  shall pay to  Employee a salary at the rate of  $160,000  per annum
until July 31, 1997,  thereafter  in the event that this  Agreement  shall be in
effect  (payable in equal  weekly  installments  or pursuant to such regular pay
periods  adopted by the Company) (the "Base  Salary").  Employee's  salary shall
increase by 15% per annum commencing August 1, 1997.

         (B) The Company shall deduct from Employee's  compensation all federal,
state and local taxes which it may now or may hereafter be required to deduct.

                                   ARTICLE IV
                                    BENEFITS

          (A) During the term hereof,  (i) the Company  shall  provide  Employee
with Blue Cross/Blue  Shield or equivalent  health insurance  benefits and major
medical  insurance;  (ii)  Employee  shall be  reimbursed  by the  Company  upon
presentation of appropriate  vouchers for all business  expenses incurred by the
Employee on behalf of the Company; (iii) the Company shall provide the Employee,
if  requested,  with an  automobile  suitable  for his  position  and  reimburse
reasonable automobile expenses including repairs, maintenance, gasoline charges,
mobile phone, etc. via receipt of expense reports.

         (B) In the event the Company wishes to obtain Key Man life insurance on
the  life of  Employee,  Employee  agrees  to  cooperate  with  the  Company  in
completing  any  applications  necessary to obtain such  insurance  and promptly
submit  to such  physical  examinations  and  furnish  such  information  as any
proposed insurance carrier may request.




<PAGE>



     (C) For each year of the term hereof, Employee shall be entitled to 4 weeks
paid vacation.  At the option of the Employee, at any time after it has accrued,
he may request that the vacation time be converted into paid salary.

     (D) The Company will obtain and maintain during the full term hereof and at
its sole cost and expense a policy of life insurance, on the life of Employee in
the face amount of $1,000,000  payable to a beneficiary  named and designated by
Employee.  In addition,  this policy shall include provisions for the payment of
up to 18 months salary to employee in the event that Employee is disabled.  Upon
the conclusion of this  agreement,  all right,  title and interest in the policy
shall be transferred to the Employee,  and the Employee shall be responsible for
any premiums due after such transfer.

                                    ARTICLE V
                                 NON-DISCLOSURE

          The Employee shall not, at any time during or after the termination of
his  employment  hereunder  except  when  acting  on be  half  of and  with  the
authorization  of  the  Company,   make  use  of  or  disclose  to  any  person,
corporation,  or other entity, for any purpose  whatsoever,  any trade secret or
other  confidential  information  concerning the Company's  business,  finances,
proposed and current services and pricing,  and any information  relating to the
Company's business (collectively referred to as the "Proprietary  Information").
For the purposes of this Agreement,  trade secrets and confidential  information
shall  mean  information  disclosed  to  the  Employee  or  known  by  him  as a
consequence  of his  employment by the Company,  whether or not pursuant to this
Agreement,  and not generally  known in the industry,  concerning  the business,
finances, methods,  operations,  marketing information,  pricing and information
relating to proposed  expansion of the Company or the Company's  business plans.
The Employee  acknowledges  that trade  secrets and other items of  confidential
information, as they may exist from time to time, are valuable and unique assets
of the  Company,  and  that  disclosure  of any  such  information  would  cause
substantial injury to the Company.  The foregoing is intended to be confirmatory
of the  common  law of the  state of  Delaware  relating  to trade  secrets  and
confidential information.

                                   ARTICLE VI
                              RESTRICTIVE COVENANT

          (A) In the event of the voluntary  termination of employment  with the
Company or Employee's  discharge in  accordance  with Article IX or XI paragraph
(A),  Employee agrees that he will not, for a period of two years following such
termination,  directly or  indirectly  enter into or become  associated  with or
engage  in  any  other  business  (whether  as  a  partner,  officer,  director,
shareholder,   employee,   consultant,  or  otherwise),  which  business  is  in
competition with that of the Company, including but not exclusively any business
in the field of wireless communications.

          (B) If any court shall hold that the  duration of  non-competition  or
any other restriction  contained in this paragraph is  unenforceable,  it is our
intention  that same shall not thereby be terminated but shall be deemed amended
to delete  therefrom  such  provision  or portion  adjudicated  to be invalid or
unenforceable  or in the  alternative  such judicially  substituted  term may be
substituted therefor.




<PAGE>



                                   ARTICLE VII
                                      TERM

     This Agreement shall be for a term of five years  commencing on the date of
his initial  employment  agreement and terminating July 31, 2001,  unless sooner
terminated pursuant to the terms hereof.

                                  ARTICLE VIII
                       PATENTS, COPYRIGHTS AND TRADEMARKS

     All research and  development  which is  undertaken  by the Company and its
employees as well as all products and services  developed  therefrom,  including
but not  exclusively  all  intellectually  property,  patentable  technology and
products  developed by Employee in the field of wireless  communications and all
algorythems,  software and hardware developed shall be patented, copyrighted and
trademarked,  as applicable, as soon as practicable and all patents,  copyrights
and trademarks filed shall be accompanied by an assignment to either  Labyrinth,
Mantra or U.S.  Wireless  Corporation  as  appropriate.  The  Company  shall own
outright all the technology,  products and tradenames and trademarks used by the
Company.

                                   ARTICLE IX
                           TERMINATION OR RESIGNATION

         (a)  The Company may terminate this Agreement:

     (i) Upon the death of  Employee  during the term  hereof,  except  that the
Employee's legal representatives, successors, assigns and heirs shall have those
rights and  interests as other wise  provided in this  Agreement,  including the
right to receive accrued but unpaid bonus and severance compensation, if any.

     (ii) Subject to the terms of Article IX herein,  upon  written  notice from
the Company to the  Employee,  if Employee  becomes  totally  disabled  and as a
result of such total  disability,  has been prevented from and unable to perform
all of his duties hereunder for a consecutive period of four (4) months.

     (iii) If the Employee engages in fraud, misappropriation or embezzlement of
Company funds or gross negligence in the performance of his duties.

     (iv)  If  the  Employee  engages  in  the   misappropriation  of  corporate
opportunities.

         (B) The Employee may only terminate this Agreement:

                  (i) In the event Employee is totally  disabled and as a result
 of such total disability,  has been prevented from and unable to perform all of
 his duties hereunder for a consecutive
period of four (4) months.

                  (ii) In the event the Employee's  duties are inconsistent with
the Employee's  position,  duties,  responsibilities and status with the Company
immediately prior to a change in



<PAGE>



control of the Company; subject to Article XI below.

                                    ARTICLE X
                                  STOCK OPTIONS

          As an inducement to Employee to enter into this  Agreement the Company
hereby grants to Employee  options to purchase  shares of the  Company's  Common
Stock, $.01 par value, upon and subject to the following conditions:

          (a) Subject to the terms and  conditions  of a stock option  agreement
the Employee is hereby granted options, to purchase 1,500,000 shares of the U.S.
Wireless  Corporation's  common stock,  all of which options shall be vested and
exercisable  as of the date of the Option  Agreement,  for a term of five years.
The option  shall  contain such other terms and  conditions  as set forth in the
stock option  agreement.  The exercise  price of the options  shall be $2.00 per
share,  subject to adjustment.  The foregoing options are intended to qualify as
incentive stock options.

          The Options  provided for herein are not  transferable by Employee and
shall be exercised only by Employee, or by his legal representative or executor,
as provided  under the terms of the stock  option  agreement.  Such Option shall
terminate as provided under the terms of the stock option agreement.

                                   ARTICLE XI
                             SEVERANCE COMPENSATION

                  The  Company's  Board of Directors has  determined  that it is
appropriate to reinforce and encourage the continued attention and dedication of
members of the Company's  management,  including the Employee, to their assigned
duties without distraction in potentially disturbing  circumstances arising from
the possibility of a change in control of the Company.

                  This Agreement sets forth the severance compensation which the
Company agrees it will pay to the Employee if the Employee's employment with the
Company  terminates under one of the circumstances  described herein following a
Change in Control of the Company (as defined herein).

                  l. Term. This Article XI shall terminate, except to the extent
that any  obligation of the Company  hereunder  remains  unpaid as of such time,
upon the earliest of (i) the termination of the Employment  Agreement  including
any  renewal  period,  if a Change in Control of the  Company  has not  occurred
within such two-year period;  (ii) the termination of the Employee's  employment
with the  Company  based on death,  Disability  (as  defined in  Section  3(b)),
Retirement (as defined in Section 3(c)) or Cause (as defined in Section 3(d)) or
by the  Employee  other than for Good Reason (as defined in Section  3(e));  and
(iii)  one year  from the date of a Change  in  Control  of the  Company  if the
Employee has not terminated his employment for Good Reason as of such time.

              2. Change in Control.  No compensation shall be payable under this
Article XI unless and until (a) there shall have been a Change in Control of the
Company,  while the  Employee  is still an  employee  of the Company and (b) the
Employee's  employment by the Company  thereafter  shall have been terminated in
accordance with Section 3. For purposes of this Agreement, a Change in



<PAGE>



     Control of the Company  shall be deemed to have occurred if (i) there shall
be  consummated  (x) any  consolidation  or merger of the  Company  in which the
Company is not the  continuing  or  surviving  corporation  or pursuant to which
shares of the Company's Common Stock would be converted into cash, securities or
other  property,  other than a merger of the Company in which the holders of the
Company's  Common  Stock   immediately   prior  to  the  merger  have  the  same
proportionate ownership of common stock of the surviving corporation immediately
after the merger,  or (y) any sale,  lease,  exchange or other  transfer (in one
transaction or a series of related  transactions) of all, or substantially  all,
of the assets of the Company,  or (ii) the  stockholders of the Company approved
any plan or proposal for the liquidation or dissolution of the Company, or (iii)
any  person  (as  such  term is used  in  Sections  l3(d)  and  l4(d)(2)  of the
Securities Exchange Act of l934, as amended (the "Exchange Act")),  shall become
the  beneficial  owner (within the meaning of Rule l3d-3 under the Exchange Act)
of 20% or more of the Company's  outstanding  Common  Stock,  or (iv) during any
period of two consecutive years, individuals who at the beginning of such period
constitute  the  entire  Board  of  Directors  shall  cease  for any  reason  to
constitute  a  majority  thereof  unless the  election,  or the  nomination  for
election by the Company's  stockholders,  of each new director was approved by a
vote of at least  two-thirds  of the  directors  then  still in office  who were
directors at the beginning of the period.

              3. Termination Following Change in Control.

     (a) If a Change in Control of the  Company  shall have  occurred  while the
Employee is still an employee of the Company,  the Employee shall be entitled to
the  compensation  provided in Section 4 upon the subsequent  termination of the
Employee's  employment with the Company by the Employee or by the Company unless
such termination is as a result of (i) the Employee's death; (ii) the Employee's
Disability (as defined in Section 3(b) below);  (iii) the Employee's  Retirement
(as defined in Section  3(c)  below);  (iv) the  Employee's  termination  by the
Company  for Cause (as defined in Section  3(d)  below);  or (v) the  Employee's
decision  to  terminate  employment  other than for Good  Reason (as  defined in
Section 3(e) below).

     (b)  Disability.  If,  as a  result  of the  Employee's  incapacity  due to
physical or mental illness,  the Employee shall have been absent from his duties
with the  Company on a  full-time  basis for six months and within 30 days after
written notice of  termination  is thereafter  given by the Company the Employee
shall not have returned to the full-time  performance of the Employee's  duties,
the Company may terminate this Agreement for "Disability."

     (c) Retirement. The term "Retirement" as used in this Article XX shall mean
termination by the Company or the Employee of the Employee's employment based on
the Employee's  having reached age 65 or such other age as shall have been fixed
in any arrangement  established with the Employee's  consent with respect to the
Executive.

     (d) Cause.  The Company may terminate the Employee's  employment for Cause.
For purposes of this Agreement only, the Company shall have "Cause" to terminate
the Employee's employment hereunder only on the basis of fraud, misappropriation
or embezzlement on the part of the Employee.  Notwithstanding the foregoing, the
Employee shall not be deemed to have been  terminated for Cause unless and until
there shall have been  delivered  to the  Employee a copy of a  resolution  duly
adopted by the affirmative  vote of not less than  three-quarters  of the entire
membership of the Company's  Board of Directors at a meeting of the Board called
and held for the



<PAGE>



     purpose (after reasonable notice to the Employee and an opportunity for the
Employee,  together with the Employee's  counsel, to be heard before the Board),
finding  that in the good faith  opinion of the Board the Employee was guilty of
conduct set forth in the second sentence of this Section 3(d) and specifying the
particulars thereof in detail.

     (e) Good Reason.  The Employee may terminate the Employee's  employment for
Good Reason at any time during the term of this Agreement.  For purposes of this
Agreement "Good Reason" shall mean any of the following  (without the Employee's
express written consent):

     (i) the  assignment  to the Employee by the Company of duties  inconsistent
with the  Employee's  position,  duties,  responsibilities  and status  with the
Company  immediately prior to a Change in Control of the Company, or a change in
the Employee's  titles or offices as in effect  immediately prior to a Change in
Control of the Company,  or any removal of the  Employee  from or any failure to
reelect the  Employee to any of such  position,  except in  connection  with the
termination of his employment for Disability, Retirement or Cause or as a result
of the Employee's death or by the Employee other than for Good Reason;

     (ii) a reduction by the Company in the Employee's  base salary as in effect
on the date hereof or as the same may be increased  from time to time during the
term of this Agreement or the Company's failure to increase (within l2 months of
the Employee's  last increase in base salary) the Employee's base salary after a
Change in  Control  of the  Company  in an amount  which at least  equals,  on a
percentage  basis,  the  average  percentage  increase  in base  salary  for all
officers of the Company effected in the preceding l2 months;

     (iii) any failure by the Company to continue in effect any benefit  plan or
arrangement  (including,  without  limitation,  the Company's life insurance and
medical,  dental,  accident  and  disability  plans)  in which the  Employee  is
participating  at the time of a Change in Control of the  Company  (or any other
plans providing the Employee with substantially  similar benefits)  (hereinafter
referred  to as  "Benefit  Plans"),  or the taking of any action by the  Company
which would  adversely  affect the  Employee's  participation  in or  materially
reduce the  Employee's  benefits  under any such  Benefit  Plan or  deprive  the
Employee of any material fringe benefit enjoyed by the Employee at the time of a
Change in Control of the Company;

     (iv) any failure by the Company to continue in effect any incentive plan or
arrangement   (including,   without  limitation,   bonus  and  contingent  bonus
arrangements and credits and the right to receive performance awards and similar
incentive  compensation  benefits) in which the Employee is participating at the
time of a Change in Control of the Company  (or any other plans or  arrangements
providing him with substantially  similar benefits)  (hereinafter referred to as
"Incentive  Plans")  or the  taking of any  action by the  Company  which  would
adversely  affect the  Employee's  participation  in any such  Incentive Plan or
reduce the Employee's  benefits under any such  Incentive  Plan,  expressed as a
percentage of his base salary,  by more than l0 percentage  points in any fiscal
year as compared to the immediately preceding fiscal year;

     (v)  any  failure  by the  Company  to  continue  in  effect  any  plan  or
arrangement to receive securities of the Company (including, without limitation,
the Company's  Stock Option Plan,  and any other plan or  arrangement to receive
and exercise stock  options,  stock  appreciation  rights,  restricted  stock or
grants thereof) in which the Employee is participating at the



<PAGE>



time of a Change in Control of the Company (or plans or  arrangements  providing
him with substantially similar benefits) (hereinafter referred to as "Securities
Plans") or the taking of any action by the Company which would adversely  affect
the Employee's  participation  in or materially  reduce the Employee's  benefits
under any such Securities Plan;

     (vi) a  relocation  of  the  Company's  principal  executive  offices  to a
location outside of San Ramon,  California,  or the Employee's relocation to any
place other than the location at which the  Employee  performed  the  Employee's
duties prior to a Change in Control of the Company,  except for required  travel
by the Employee on the Company's business to an extent substantially  consistent
with the  Employee's  business  travel  obligations  at the time of a Change  in
Control of the Company;

     (vii) any failure by the Company to provide the Employee with the number of
paid  vacation days to which the Employee is entitled at the time of a Change in
Control of the Company;

     (viii)  any  material  breach  by the  Company  of any  provision  of  this
Agreement;

     (ix) any failure by the Company to obtain the  assumption of this Agreement
by any successor or assign of the Company; or

     (x) any purported  termination  of the Employee's  employment  which is not
effected  pursuant to a Notice of  Termination  satisfying the  requirements  of
Section 3(f), and for purposes of this Agreement,  no such purported termination
shall be effective.

     (f) Notice of  Termination.  Any  termination  by the  Company  pursuant to
Section 3(b), 3(c) or 3(d) shall be communicated by a Notice of Termination. For
purposes  of this  Agreement,  a "Notice  of  Termination"  shall mean a written
notice  which shall  indicate  those  specific  termination  provisions  in this
Agreement  relied upon and which sets forth in  reasonable  detail the facts and
circumstances  claimed  to  provide a basis for  termination  of the  Employee's
employment under the provision so indicated.  For purposes of this Agreement, no
such purported termination by the Company shall be effective without such Notice
of Termination.

     (g) Date of  Termination.  "Date  of  Termination"  shall  mean (a) if this
Agreement is terminated by the Company for  Disability,  30 days after Notice of
Termination is given to the Employee  (provided that the Employee shall not have
returned to the performance of the Employee's duties on a full-time basis during
such 30-day  period) or (b) if the  Employee's  employment  is terminated by the
Company  for any  other  reason,  the date on which a Notice of  Termination  is
given;  provided that if within 30 days after any Notice of Termination is given
to the Employee by the Company the Employee  notifies the Company that a dispute
exists concerning the termination, the Date of Termination shall be the date the
dispute is finally  determined,  whether by mutual  agreement  by the parties or
upon final judgment,  order or decree of a court of competent  jurisdiction (the
time for appeal therefrom having expired and no appeal having been perfected).

                  4. Severance Compensation upon Termination of Employment.




<PAGE>



     If the  Company  shall  terminate  the  Employee's  employment  other  than
pursuant to Section 3(b),  3(c) or 3(d) or if the Employee  shall  terminate his
employment for Good Reason, then the Company shall:

     (i) pay to the  Employee as  severance  pay in a lump sum, in cash,  on the
fifth day following the Date of Termination,  an amount equal to three times the
aggregate  annual  compensation  paid to the Employee  during the calendar  year
preceding  the change in control of the  Company by the  Company  and any of its
subsidiaries subject to United States income taxes;  provided,  however, that if
the lump sum  severance  payment  under this Section 4, either alone or together
with  other  payments  which  the  Employee  has the right to  receive  from the
Company,  would constitute a "parachute  payment" (as defined in Section 280G of
the Internal  Revenue  Code of l954,  as amended  (the  "Code")),  such lump sum
severance  payment  shall be reduced to the largest  amount as will result in no
portion of the lump sum severance  payment under this Section 4 being subject to
the excise tax imposed by Section  4999 of the Code.  The  determination  of any
reduction in the lump sum severance payment under this Section 4 pursuant to the
foregoing  proviso  shall  be  made by the  Employee  in good  faith,  and  such
determination shall be conclusive and binding on the Company; and

     (ii) within ten days  following  the Date of  Termination,  shall cause the
Employee  to  be  relieved  of  any  and  all  personal  guarantees  of  Company
obligations,  and fully pay all outstanding  loans and other  obligations of the
Company to the Executive.  If, for any reason,  the Company fails to comply with
its obligations under this subparagraph,  the Employee shall have the option, at
his sole  discretion,  to  convert up to the  principal  amount of such Notes to
shares of the Company's Common Stock at the rate of 50% of the closing bid price
on the such date per share; provided, that the conversion of all or a portion of
any  outstanding  loans by the Employee  shall not relieve the Company of any of
its  obligations  arising under this  subparagraph  including the obligations to
repay any unconverted loans and relieve the Employee of any personal guarantees.

     5. No  Obligation  to  Mitigate  Damages;  No Effect  on Other  Contractual
Rights.

     (a) The Employee shall not be required to mitigate damages or the amount of
any payment  provided for under this Article XI by seeking  other  employment or
otherwise,  nor shall the amount of any payment  provided for under this Article
XI be  reduced  by any  compensation  earned by the  Employee  as the  result of
employment by another employer after the Date of Termination, or otherwise.

     (b) The  provisions  of this  Article  XI,  and any  payment  provided  for
hereunder,  shall  not  reduce  any  amounts  otherwise  payable,  or in any way
diminish the Employee's  existing rights, or rights which would accrue solely as
a result of the  passage of time,  under any  Benefit  Plan,  Incentive  Plan or
Securities Plan, employment agreement or other contract, plan or arrangement.

     6. Successor to the Company.  (a) The Company will require any successor or
assign  (whether  direct or indirect,  by  purchase,  merger,  consolidation  or
otherwise)  to all or  substantially  all of the business  and/or  assets of the
Company,  by  agreement in form and  substance  satisfactory  to the  Executive,
expressly,  absolutely and  unconditionally  to assume and agree to perform this
Agreement  in the same manner and to the same  extent that the Company  would be
required to



<PAGE>



perform it if no such  succession or assignment had taken place.  Any failure of
the  Company to obtain such  agreement  prior to the  effectiveness  of any such
succession or assignment  shall be a material breach of this Agreement and shall
entitle the Employee to terminate the Employee's  employment for Good Reason. As
used in this Agreement, "Company" shall mean the Company as hereinbefore defined
and any  successor or assign to its business  and/or  assets as aforesaid  which
executes  and  delivers  the  agreement  provided for in this Section 6 or which
otherwise  becomes bound by all the terms and  provisions  of this  Agreement by
operation of law. If at any time during the term of this  Agreement the Employee
is employed by any  corporation a majority of the voting  securities of which is
then owned by the Company, "Company" as used in Sections 3 and 4 hereof shall in
addition include such employer.  In such event, the Company agrees that it shall
pay or  shall  cause  such  employer  to pay any  amounts  owed to the  Employee
pursuant to Section 4 hereof.

     (b) This Agreement  shall inure to the benefit of and be enforceable by the
Employee's  personal  and  legal  representatives,   executors,  administrators,
successors,  heirs, distributees,  devisees and legatees. If the Employee should
die while any  amounts are still  payable to him  hereunder,  all such  amounts,
unless otherwise provided herein,  shall be paid in accordance with the terms of
this  Agreement to the  Employee's  devisee,  legatee,  or other designee or, if
there be no such designee, to the Employee's estate.

     7.  Legal  Fees and  Expenses.  The  Company  shall pay all legal  fees and
expenses  which the Employee may incur as a result of the  Company's  contesting
the validity, enforceability or the Employee's interpretation

                                   ARTICLE XII
                         TERMINATION OF PRIOR AGREEMENTS

          This Agreement sets forth the entire agreement between the parties and
supersedes all prior  agreements  between the parties,  whether oral or written,
without prejudice to Employee's right to all accrued  compensation  prior to the
effective date of this Agreement.

                                  ARTICLE XIII
                                   ARBITRATION

          Any dispute  arising  out of the  interpretation,  application  and/or
performance of this  Agreement  with the sole exception of any claim,  breach or
violation  arising under Articles V or VI hereof shall be settled  through final
and binding arbitration before a single arbitrator in the City of San Francisco,
the State of California in accordance with the rules of the American Arbitration
Association. The arbitrator shall be selected by the Association and shall be an
attorney at law experienced in the field of corporate law. Any judgment upon any
arbitration  award  may be  entered  in any  court,  federal  or  state,  having
competent jurisdiction of the parties.

                                   ARTICLE XIV
                                  SEVERABILITY

          If  any  provision  of  this  Agreement  shall  be  held  invalid  and
unenforceable,  the remainder of this  Agreement  shall remain in full force and
effect.  If any  provision  is held  invalid or  unenforceable  with  respect to
particular circumstances, it shall remain in full force and effect in



<PAGE>



all other circumstances.

                                   ARTICLE XXV
                                     NOTICE

          All notices  required  to be given  under the terms of this  Agreement
shall be in  writing  and  shall be  deemed  to have  been  duly  given  only if
delivered to the addressee in person or mailed by certified mail, return receipt
requested,  to the address as included in the  company's  records or to any such
other  address as the party to receive  the  notice  shall  advise by due notice
given in accordance with this paragraph.

                                   ARTICLE XVI
                                     BENEFIT

          This Agreement  shall inure to, and shall be binding upon, the parties
hereto,  the successors  and assigns of the Company,  and the heirs and personal
representatives of the Employee.

                                  ARTICLE XVII
                                     WAIVER

          The waiver by either party of any breach or violation of any provision
of  this  Agreement  shall  not  operate  or be  construed  as a  waiver  of any
subsequent breach of construction and validity.

                                  ARTICLE XVIII
                                  GOVERNING LAW

          This  Agreement  has been  negotiated  and  executed  in the  State of
California, and Delaware law shall govern its construction and validity.

                                   ARTICLE XIX
                                  JURISDICTION

          Any or all actions or proceedings  which may be brought by the Company
or  Employee  under this  Agreement  shall be  brought in courts  having a situs
within the State of California and Employee hereby consents to the  jurisdiction
of any local, state or federal court located within the State of California.

                                   ARTICLE XX
                                ENTIRE AGREEMENT

          This  Agreement  contains  the entire  agreement  between  the parties
hereto. No change, addition or amendment shall be made hereto, except by written
agreement signed by the parties hereto.





<PAGE>



IN WITNESS WHEREOF,  the parties hereto have executed this Agreement and affixed
their hands and seals the day and year first above written.

(Corporate Seal)
                                                       U.S. Wireless Corporation



                                                   By: /s/ Dr. Oliver Hilsenrath
                                                           Dr. Oliver Hilsenrath
                                                         Chief Executive Officer


                                                   By: /s/ Dr. Oliver Hilsenrath
                                                           Dr. Oliver Hilsenrath
                                                         Chief Executive Officer


<PAGE>







                                  Exhibit 10.78

                     Employment Agreement with David Klarman


<PAGE>







                              EMPLOYMENT AGREEMENT

         AGREEMENT  made as of the 1st day of  September,  1996,  by and between
David Klarman,  an individual who resides at 110 Sunnyhill Drive,  East Norwich,
New York 11732  (hereinafter  referred to as the "Employee")  and U.S.  Wireless
Corporation,  a Delaware  corporation  with  principal  offices  located at 2694
Bishop Drive, Suite 213, San Ramon, California 94583 (hereinafter referred to as
the "Company").

                              W I T N E S S E T H :

     WHEREAS,   the  Company  is  a  public   holding   company  for   Labyrinth
Communication Technologies Group, Inc., and Mantra Technologies,  Inc. which are
engaged in the wireless communications and software development industries; and

     WHEREAS,  the Company  desires to obtain the services of the Employee to be
General Counsel and Secretary of the Company; and

     WHEREAS, Employee would be an executive officer of the Company; and

     WHEREAS,  Employee  acknowledges  that all work  product,  inclusive of all
Intellectual Property developed by the Employee during Employees tenure with the
Company shall be the sole property of the Company; and

     WHEREAS, any Intellectual  Property (as hereinafter defined) filed with any
federal, state, local or foreign government agency or authority by the Employee,
shall be immediately upon filing assigned to the Company; and

     WHEREAS,  Employee  acknowledges  that it has  received the handbook of the
parent company, U.S. Wireless Corporation, and agrees to abide by the provisions
therein; and

     WHEREAS,  the Employee  desires to be employed by the Company,  pursuant to
the terms and  conditions  herein set forth,  superseding  all prior  agreements
between the Company and Employee, if any;

     NOW, THEREFORE,  it is mutually agreed by and between the parties hereto as
follows:

                                    ARTICLE I
                                   EMPLOYMENT

         Subject to and upon the terms and  conditions  of this  Agreement,  the
Company  hereby  employs and agrees to commence the  employment of the Employee,
and the  Employee  hereby  accepts  such  employment  in his capacity as General
Counsel and  Secretary n this  capacity,  Employee  will report  directly to the
Chief Executive Officer and President of the Company.

                                   ARTICLE II
                           DUTIES AND ACKNOWLEDGMENTS




<PAGE>



(A) The Employee shall, during the term of his employment with the Company,  and
subject to the  direction  and  control  of the  Company's  Board of  Directors,
perform  such duties and  functions  related to his position as he may be called
upon to  perform by the  Company's  Board of  Directors  during the term of this
Agreement.

         (B) The Employee  agrees to devote a substantial  portion of his normal
business  time to the  business  of the  Company.  Employee  shall  use his best
efforts in the  performance  of his duties for the Company and in rendering such
services  for any  subsidiary  corporations  of the  Company  or  Parent  of the
Company.

         (C) The Employee  shall  perform,  in  conjunction  with the  Company's
Senior Management,  to the best of his ability the following services and duties
for the Company and its subsidiary  corporations (by way of example,  and not by
way of limitation):

     (i) Those duties attendant to the position with the Company for which he is
hired;

     (ii)  Administer  all legal  affairs of the Company  and its  subsidiaries,
including all corporate  proceeding  and  agreements;  coordinating  all outside
counsel activities, strategic alliances and all business; and

         (E) Employee  acknowledges that all Intellectual  Property developed by
the  Employee  during the  Employees  tenure with the Company  shall be the sole
property of the  Company  and that any  Intellectual  Property  (as  hereinafter
defined) filed by the Employee with any federal,  state,  city, local or foreign
government  agency or authority shall be immediately upon filing assigned to the
Company.

         (F) Employee  represents  that he shall comply with all federal,  state
and local  securities  laws and have  prepared  and filed  with the  appropriate
agencies all required filings in a timely and efficient manner. Employee further
agrees to abide by the rules  and  regulations  of the  Company  and its  Parent
company, U.S. Wireless Corporation annexed hereto as Appendix A.

                                   ARTICLE III
                                  COMPENSATION

         (A) Commencing with the commencement date hereof, the Company shall pay
to Employee a salary starting at the rate of $120,000 per annum until August 30,
1999  (payable in equal  weekly  installments  or  pursuant to such  regular pay
periods  adopted by the Company) (the "Base  Salary"),  subject to adjustment by
management and the board of directors.

         (B) The Company shall deduct from Employee's  compensation all federal,
state and local taxes which it may now or may hereafter be required to deduct.

                                   ARTICLE IV
                                    BENEFITS

         (A) During the term hereof, (i) the Company shall provide Employee with
Blue Cross/Blue Shield or equivalent health insurance benefits and major medical
insurance; and (ii)



<PAGE>



Employee  shall be reimbursed by the Company upon  presentation  of  appropriate
vouchers  for all  business  expenses  incurred by the Employee on behalf of the
Company.

         (B) In the event the Company wishes to obtain Key Man life insurance on
the  life of  Employee,  Employee  agrees  to  cooperate  with  the  Company  in
completing  any  applications  necessary to obtain such  insurance  and promptly
submit  to such  physical  examinations  and  furnish  such  information  as any
proposed insurance carrier may request.

         (C) For each year of the term  hereof,  Employee  shall be  entitled to
fifteen (15) days paid vacation.

                                    ARTICLE V
                                 NON-DISCLOSURE

         The Employee shall not, at any time during or after the  termination of
his  employment  hereunder,  except  when  acting  on  behalf  of and  with  the
authorization  of  the  Company,   make  use  of  or  disclose  to  any  person,
corporation,  or other entity, for any purpose  whatsoever,  any trade secret or
other  confidential  information  concerning the Company's  business,  finances,
proposed and current services and pricing,  and any information  relating to the
Company's business (collectively referred to as the "Proprietary  Information").
For the purposes of this Agreement,  trade secrets and confidential  information
shall  mean  information  disclosed  to  the  Employee  or  known  by  him  as a
consequence  of his  employment by the Company,  whether or not pursuant to this
Agreement,  and not generally  known in the industry,  concerning  the Company's
Intellectual  Property,  business,  finances,  methods,  operations,   marketing
information,  pricing and  information  relating to  proposed  expansion  of the
Company or the Company's  business plans. The Employee  acknowledges  that trade
secrets and other items of confidential information, as they may exist from time
to time, are valuable and unique assets of the Company,  and that  disclosure of
any  such  information  would  cause  substantial  injury  to the  Company.  The
foregoing  is  intended to be  confirmatory  of the common laws of the states of
California, and Delaware relating to trade secrets and confidential information.
"Intellectual   Property"  means  (a)  all  inventions  (whether  patentable  or
unpatentable and whether or not reduced to practice),  all improvements thereto,
and all patents, patent applications, and patent disclosures,  together with all
reissuances,  continuations,  continuations- in-part, revisions, extensions, and
reexaminations  thereof, (b) all trademarks,  service marks, trade dress, logos,
trade names, and corporate names,  together with all translations,  adaptations,
derivations,  and  combinations  thereof and including  all goodwill  associated
therewith,  and all  applications,  registrations,  and  renewals in  connection
therewith,  (c) all copyrightable  works, all copyrights,  and all applications,
registrations,  and renewals in connection therewith, (d) all mask works and all
applications, registrations, and renewals in connection therewith, (e) all trade
secrets and confidential  business  information  (including ideas,  research and
development,  know-how,  formulas,  compositions,  manufacturing  and production
processes and techniques,  technical data,  designs,  drawings,  specifications,
customer  and supplier  lists,  pricing and cost  information,  and business and
marketing plans and proposals),  (f) all computer  software  (including data and
related documentation), (g) all other proprietary rights, and (h) all copies and
tangible embodiments thereof (in whatever form or medium).





<PAGE>



                                   ARTICLE VI
                             RESTRICTIVE COVENANT S

         (A) In the event of the Employee's termination,  whether voluntarily or
for Cause,  with the Company,  Employee agrees that he will not, for a period of
four years following such termination,  directly enter into or become associated
with or engage in any other business (whether as a partner,  officer,  director,
shareholder,  employee, consultant, or otherwise), which business is a direct or
indirect  competitor  of the  Company,  or any  current  or  future  subsidiary,
associate,  affiliate or joint  venture  partner,  which is a direct or indirect
competitor of the Company, or any subsidiary or Parent company.

         (B) If any court shall hold that the duration of non-competition or any
other  restriction  contained  in this  paragraph  is  unenforceable,  it is our
intention  that same shall not thereby be terminated but shall be deemed amended
to delete  therefrom  such  provision  or portion  adjudicated  to be invalid or
unenforceable  or in the  alternative  such judicially  substituted  term may be
substituted therefor.

         (C) Employee agrees that during the term of this Restrictive  Covenant,
he will not,  directly or  indirectly,  (a)  contact,  induce or  influence  any
customer or clients with respect to the Company's proposed business as described
in (a)  above,  joint  venture  partners,  employee,  consultant,  associate  or
affiliate of the Company or its or their  successors for any reason  whatsoever,
without the written  consent of the Company,  signed by two executive  officers;
(b) request or advise any customer,  client,  joint venture partners,  supplier,
manufacturer, employee, consultant, associate or affiliate of the Company or its
or their  successors,  who may  contact or attempt to contact  the  Employee  to
withdraw,  curtail  or cancel  such  parties  business  with the  Company or its
successors;  (c)  disclose  to any  other  person  or  corporation  the  name or
addresses of any of the customers,  clients, joint venture partners,  suppliers,
manufacturers,  wireless services providers, employees, consultants,  associates
or  affiliates  of the Company or its or their  successors of the Company or its
successors;   or  (d)  induce  or  encourage   any  employee  to  terminate  his
relationship with the Company.

                                   ARTICLE VII
                                OTHER ENGAGEMENTS

         Employee  shall be  permitted  to engage in and to be  engaged by other
companies,  except that the Employee shall not be permitted to be engaged by any
entity  which  is a direct  of the  Company  or  which  may  require  such  time
commitments adversely affecting employees performance for the Company.  Employee
and the Company  acknowledge that the Employee shall run a legal practice within
the offices of the Company.

                                  ARTICLE VIII
                                      TERM

     This Agreement  shall be for a term  commencing on the date first set forth
above and terminating August 30, 1999, unless sooner terminated  pursuant to the
terms hereof.

                                   ARTICLE IX



<PAGE>



                         TERMINATION AND EFFECT THEREOF

         (A) The Company may terminate this Agreement:

                  (i) Upon the death of Employee during the term hereof,  except
that the Employee's legal representatives,  successors,  assigns and heirs shall
have  those  rights and  interests  as  otherwise  provided  in this  Agreement,
including the right to receive accrued but unpaid bonus compensation, if any.

                  (ii) Upon written notice from the Company to the Employee,  if
Employee becomes totally disabled and as a result of such total disability,  has
been  prevented  from and unable to perform  all of his duties  hereunder  for a
period of four (4) consecutive months.

                  (iii) If the Employee  engages in fraud,  misappropriation  of
Company funds or gross negligence in the performance of his duties.

                  (iv) The Company shall have the right to terminate  Employee's
employment  hereunder for Cause.  For purposes of this Agreement,  "Cause" means
(a) a breach of the  covenants  herein,  (b)  failure to perform his duties in a
professional  and  competent  manner;  (c) failure by Employee to  substantially
perform his duties or obligations hereunder; (d) Employee engaging in misconduct
which is materially  injurious to the Company;  (e) Employee engaging in any act
that in any way has a direct,  substantial,  and adverse effect on the Company's
reputation;  (f) Employee  committing  involving crime of moral  turpitude;  (g)
Executive's conviction by, or entry of a plea of guilty or nolo contendere in, a
court of competent jurisdiction of a crime constituting a felony.

         (B) Upon termination of this Agreement:

                  (i) Pursuant to subarticles  (A)(i),  (iii) or (iv) Employee's
employment  hereunder and all  compensation  and benefits payable by the Company
hereunder shall be immediately terminated,  and all options shall be terminated;
provided, however, Employee or his estate, as the case may be, shall be entitled
to receive any payments under any applicable life or disability insurance plans.
Such  payments,  if any,  shall be made at the time and in  accordance  with the
terms and conditions of such plans.

                  (ii)  Pursuant to  subarticle  (A)(ii)  Employee's  employment
hereunder shall  terminate,  all vested options shall continue to be exercisable
for a  period  of six  months  thereafter  and  all  non  vested  options  shall
terminate.

                                    ARTICLE X
                                  STOCK OPTIONS

         As an inducement  to Employee to enter into this  Agreement the Company
hereby grants to Employee  options to purchase  shares of the  Company's  Common
Stock, $.001 par value per share, upon and subject to the following conditions:

     (A) Subject to the terms and conditions of an option agreement, Employee is
hereby



<PAGE>



granted options to purchase  100,000 shares of the common stock of the Company's
Parent company,  U.S.  Wireless  Corporation,  a publicly traded company,  which
shall vest at the rate of 1/3 per year commencing September 1, 1998. The options
shall be  exercisable  on the dates of vesting and  continuing  until August 30,
2001. The exercise  price of the options shall be equal to $2.00 per share.  The
foregoing options are not intended to qualify as incentive stock options.

     (B) The options  provided for herein are not  transferable  by Employee and
shall  be  exercisable  only by  Employee,  or by his  legal  representative  or
executor.

                                   ARTICLE XI
                         TERMINATION OF PRIOR AGREEMENTS

         This Agreement sets forth the entire agreement  between the parties and
supersedes all prior  agreements  between the parties,  whether oral or written,
without prejudice to Employee's right to all accrued  compensation  prior to the
effective date of this Agreement.

                                   ARTICLE XII
                                   ARBITRATION

         Any  dispute  arising  out of the  interpretation,  application  and/or
performance of this  Agreement  with the sole exception of any claim,  breach or
violation  arising under Articles V or VI hereof shall be settled  through final
and binding arbitration before a single arbitrator in the City of San Ramon, the
State of  California in  accordance  with the rules of the American  Arbitration
Association. The arbitrator shall be selected by the Association and shall be an
attorney at law experienced in the field of corporate law. Any judgment upon any
arbitration  award  may be  entered  in any  court,  federal  or  state,  having
competent jurisdiction of the parties.

                                  ARTICLE XIII
                                  SEVERABILITY

         If  any  provision  of  this  Agreement   shall  be  held  invalid  and
unenforceable,  the remainder of this  Agreement  shall remain in full force and
effect.  If any  provision  is held  invalid or  unenforceable  with  respect to
particular circumstances,  it shall remain in full force and effect in all other
circumstances.

                                   ARTICLE XIV
                                     NOTICE

         All  notices  required  to be given  under the terms of this  Agreement
shall be in  writing  and  shall be  deemed  to have  been  duly  given  only if
delivered to the addressee in person or mailed by certified mail, return receipt
requested,  to the address as included in the  Company's  records or to any such
other  address as the party to receive  the  notice  shall  advise by due notice
given in accordance with this paragraph.

                                   ARTICLE XV
                                     BENEFIT




<PAGE>



This Agreement  shall inure to, and shall be binding upon,  the parties  hereto,
the  successors  and  assigns  of  the  Company,  and  the  heirs  and  personal
representatives of the Employee.

                                   ARTICLE XVI
                                     WAIVER

         The waiver by either party of any breach or violation of any  provision
of  this  Agreement  shall  not  operate  or be  construed  as a  waiver  of any
subsequent breach of construction and validity.

                                  ARTICLE XVII
                                  GOVERNING LAW

         This Agreement  shall be deemed to be a contract made under the laws of
the State of Delaware and for all purposes shall be construed in accordance with
the  laws of such  State  without  giving  effect  to the  rules  of said  State
governing the conflicts of laws.

                                  ARTICLE XVIII
                                  JURISDICTION

         Any or all actions or  proceedings  which may be brought by the Company
or  Employee  under this  Agreement  shall be  brought in courts  having a situs
within the State of California and Employee hereby consents to the  jurisdiction
of any local, state or federal court located within the State of California.

                                   ARTICLE XIX
                                ENTIRE AGREEMENT

         This  Agreement  contains  the entire  agreement  between  the  parties
hereto. No change, addition or amendment shall be made hereto, except by written
agreement signed by the parties hereto.

                                   ARTICLE XX
                                  CONSTRUCTION

         The  parties  intend for the  provisions  of  Articles V and VI of this
agreement  to be  construed,  interpreted,  and  enforced to the maximum  extent
permitted  by law.  The  parties  acknowledge  and  agree  that  they  have both
participated  in the preparation of this Agreement and it shall not be construed
or  interpreted  against  either party on the basis that it was prepared by such
party.  In the event that any  provision  of Articles V or VI, or part  thereof,
shall be  determined  by any  court of  competent  jurisdiction  to be  invalid,
illegal, or unenforceable in any respect for any reason, such provision shall be
revised  and/or  interpreted to make it enforceable to the maximum extent in all
other  respects as to which it may be  enforceable,  all as  determined  by such
court in such action.

     IN WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement and
affixed



<PAGE>



their hands and seals the day and year first above written.

         U.S. WIRELESS CORPORATION

         By:      /s/ Dr. Oliver Hilsenrath                /s/ David S. Klarman
         Dr. Oliver Hilsenrath                                 David S. Klarman
         Chief Executive Officer





<PAGE>








                                  Exhibit 10.79

                     Employment Agreement with Dr. Mati Wax


<PAGE>









                              EMPLOYMENT AGREEMENT

          AGREEMENT  made as of the 7th day of July,  1996,  by and  between Dr.
Mati Wax,  an  individual  who  resides  at 120  Reflections  Drive,  San Ramon,
California  94583(hereinafter  referred  to as  the  "Employee")  and  Labyrinth
Communications Technologies, Inc., a Delaware corporation with principal offices
located  at  2694  Bishop  Drive,   Suite  213,  San  Ramon,   California  94583
(hereinafter referred to as the "Company").

                              W I T N E S S E T H :

     WHEREAS,  the Company is engaged in the wireless  communications  industry;
and

     WHEREAS,  U.S. Wireless  Corporation,  a Delaware  corporation and publicly
traded company, is the parent company of the Company (the "Parent"); and

     WHEREAS,  the  Company  desires to obtain  the  services  of the  Employee,
initially as a consultant  and upon receipt as the required  visa (as  described
below) to be an officer of the Company; and

     WHEREAS,  Employee would be the Chief Technology Officer of the Company, an
executive officer position; and

     WHEREAS,  Employee  acknowledges  that all work  product,  inclusive of all
Intellectual Property developed by the Employee during Employees tenure with the
Company shall be the sole property of the Company; and

     WHEREAS, any Intellectual  Property (as hereinafter defined) filed with any
federal, state, local or foreign government agency or authority by the Employee;
and

     WHEREAS,  Employee  acknowledges  that it has  received the handbook of the
parent company, U.S. Wireless Corporation, and agrees to abide by the provisions
therein; and

     WHEREAS, Employee has applied for an H-1 visa (the "Visa"); and

     WHEREAS,  Employee  has  commenced  working for the Company as a consultant
prior to the receipt of said Visa; and

     WHEREAS,  the Employee  desires to be employed by the Company,  pursuant to
the terms and  conditions  herein set forth,  superseding  all prior  agreements
between the Company and Employee, if any;

     NOW, THEREFORE,  it is mutually agreed by and between the parties hereto as
follows:



<PAGE>




                                    ARTICLE I
                                   EMPLOYMENT

         Subject to and upon the terms and  conditions  of this  Agreement,  the
Company  hereby  employs and agrees to commence the  employment of the Employee,
and the Employee hereby accepts such employment in his capacity,  initially as a
consultant,  and upon receipt of the Visa,  as Chief  Technology  Officer.  As a
consultant,  Employee shall function as the Company's Chief Technology  Officer.
In this capacity,  Employee will report directly to the Chief Executive  Officer
and President of the Company.

                                   ARTICLE II
                           DUTIES AND ACKNOWLEDGMENTS

         (A) The  Employee  shall,  during the term of his  employment  with the
Company,  and subject to the  direction  and control of the  Company's  Board of
Directors,  perform such duties and functions  related to his position as he may
be called upon to perform by the Company's Board of Directors during the term of
this Agreement.

         (B) The Employee  agrees to devote 100% of his normal  business time or
such less amount of his business time as shall be agreed upon by the Company and
the  Employee.  Employee  shall use his best efforts in the  performance  of his
duties  for the  Company  and in  rendering  such  services  for any  subsidiary
corporations of the Company or Parent of the Company. The Employee shall be able
to engage in  consulting  work in additions to his  obligations  hereunder.  All
agreement  for  consulting  work must be reviewed by the  Company's  counsel and
approved by the Company,  which approval shall no be unreasonably  withheld. The
Employee  shall not  perform  consulting  services  for any  direct or  indirect
competitor  of the Company.  All fees  generated by the Employee for  consulting
services  performed  shall be paid to the Company,  whereby,  the Company  shall
disburse 50% directly to the Employee and 50% shall be put into a bonus pool for
the benefit of all the officers of the Company.

         (C) The Employee  shall  perform,  in  conjunction  with the  Company's
Senior Management,  to the best of his ability the following services and duties
for the Company and its subsidiary  corporations (by way of example,  and not by
way of limitation):

     (i) Those duties attendant to the position with the Company for which he is
hired;

     (ii)  Development of the Company's  advanced radio front-end  technology as
well as promotion of the Parent company's technology; and

     (iii) Formulation of the Company's  business plans with respect to his area
of operations, subject to the direction of the Board of Directors.





<PAGE>




         Employee  shall  apply  for an H-1 visa to  enable  him to work for the
Company.

         (E) Employee  acknowledges that all Intellectual  Property developed by
the  Employee  during the  Employees  tenure with the Company  shall be the sole
property of the  Company  and that any  Intellectual  Property  (as  hereinafter
defined) filed by the Employee with any federal,  state,  city, local or foreign
government  agency or authority shall be immediately upon filing assigned to the
Company.

         (F) Employee  represents  that he shall comply with all federal,  state
and local  securities  laws and have  prepared  and filed  with the  appropriate
agencies all required filings in a timely and efficient manner. Employee further
agrees to abide by the rules  and  regulations  of the  Company  and its  Parent
company, U.S. Wireless Corporation annexed hereto as Appendix A.

                                   ARTICLE III
                                  COMPENSATION

         (A) Commencing with the commencement date hereof, the Company shall pay
to  Employee  a salary  at the rate of  $100,000  per annum  until  July 6, 1999
(payable in equal  weekly  installments  or pursuant to such regular pay periods
adopted by the Company) (the "Base Salary").

         (B) The Company shall deduct from Employee's  compensation all federal,
state and local taxes which it may now or may hereafter be required to deduct.

                                   ARTICLE IV
                                    BENEFITS

         (A) During the term hereof, (i) the Company shall provide Employee with
Blue Cross/Blue Shield or equivalent health insurance benefits and major medical
insurance;   and  (ii)  Employee   shall  be  reimbursed  by  the  Company  upon
presentation of appropriate  vouchers for all business  expenses incurred by the
Employee on behalf of the Company.

         (B) In the event the Company wishes to obtain Key Man life insurance on
the  life of  Employee,  Employee  agrees  to  cooperate  with  the  Company  in
completing  any  applications  necessary to obtain such  insurance  and promptly
submit  to such  physical  examinations  and  furnish  such  information  as any
proposed insurance carrier may request.

         (C) For each year of the term  hereof,  Employee  shall be  entitled to
fifteen (15) days paid vacation.




<PAGE>










                                    ARTICLE V
                                 NON-DISCLOSURE

         The Employee shall not, at any time during or after the  termination of
his  employment  hereunder,  except  when  acting  on  behalf  of and  with  the
authorization  of  the  Company,   make  use  of  or  disclose  to  any  person,
corporation,  or other entity, for any purpose  whatsoever,  any trade secret or
other  confidential  information  concerning the Company's  business,  finances,
proposed and current services and pricing,  and any information  relating to the
Company's business (collectively referred to as the "Proprietary  Information").
For the purposes of this Agreement,  trade secrets and confidential  information
shall  mean  information  disclosed  to  the  Employee  or  known  by  him  as a
consequence  of his  employment by the Company,  whether or not pursuant to this
Agreement,  and not generally  known in the industry,  concerning  the Company's
Intellectual  Property,  business,  finances,  methods,  operations,   marketing
information,  pricing and  information  relating to  proposed  expansion  of the
Company or the Company's  business plans. The Employee  acknowledges  that trade
secrets and other items of confidential information, as they may exist from time
to time, are valuable and unique assets of the Company,  and that  disclosure of
any  such  information  would  cause  substantial  injury  to the  Company.  The
foregoing  is  intended to be  confirmatory  of the common laws of the states of
California, and Delaware relating to trade secrets and confidential information.
"Intellectual   Property"  means  (a)  all  inventions  (whether  patentable  or
unpatentable and whether or not reduced to practice),  all improvements thereto,
and all patents, patent applications, and patent disclosures,  together with all
re-issuances, continuations,  continuations- in-part, revisions, extensions, and
reexaminations  thereof, (b) all trademarks,  service marks, trade dress, logos,
trade names, and corporate names,  together with all translations,  adaptations,
derivations,  and  combinations  thereof and including  all goodwill  associated
therewith,  and all  applications,  registrations,  and  renewals in  connection
therewith,  (c) all copyrightable  works, all copyrights,  and all applications,
registrations,  and renewals in connection therewith, (d) all mask works and all
applications, registrations, and renewals in connection therewith, (e) all trade
secrets and confidential  business  information  (including ideas,  research and
development,  know-how,  formulas,  compositions,  manufacturing  and production
processes and techniques,  technical data,  designs,  drawings,  specifications,
customer  and supplier  lists,  pricing and cost  information,  and business and
marketing plans and proposals),  (f) all computer  software  (including data and
related documentation), (g) all other proprietary rights, and (h) all copies and
tangible embodiments thereof (in whatever form or medium).

                                   ARTICLE VI
                             RESTRICTIVE COVENANT S

         (A) In the event of the Employee's termination,  whether voluntarily or
for Cause,  with the Company,  Employee agrees that he will not, for a period of
four years following such termination,  directly enter into or become associated
with or engage in any other business (whether as a partner,  officer,  director,
shareholder, employee, consultant, or otherwise),





<PAGE>



which business is a direct or indirect competitor of the Company, or any current
or future subsidiary,  associate, affiliate or joint venture partner, which is a
direct or  indirect  competitor  of the  Company,  or any  subsidiary  or Parent
company.

         (B) If any court shall hold that the duration of non-competition or any
other  restriction  contained  in this  paragraph  is  unenforceable,  it is our
intention  that same shall not thereby be terminated but shall be deemed amended
to delete  therefrom  such  provision  or portion  adjudicated  to be invalid or
unenforceable  or in the  alternative  such judicially  substituted  term may be
substituted therefor.

         (C) Employee agrees that during the term of this Restrictive  Covenant,
he will not,  directly or  indirectly,  (a)  contact,  induce or  influence  any
customer or clients with respect to the Company's proposed business as described
in (a)  above,  joint  venture  partners,  employee,  consultant,  associate  or
affiliate of the Company or its or their  successors for any reason  whatsoever,
without the written  consent of the Company,  signed by two executive  officers;
(b) request or advise any customer,  client,  joint venture partners,  supplier,
manufacturer, employee, consultant, associate or affiliate of the Company or its
or their  successors,  who may  contact or attempt to contact  the  Employee  to
withdraw,  curtail  or cancel  such  parties  business  with the  Company or its
successors;  (c)  disclose  to any  other  person  or  corporation  the  name or
addresses of any of the customers,  clients, joint venture partners,  suppliers,
manufacturers,  wireless services providers, employees, consultants,  associates
or  affiliates  of the Company or its or their  successors of the Company or its
successors;   or  (d)  induce  or  encourage   any  employee  to  terminate  his
relationship with the Company.

                                   ARTICLE VII
                                      TERM

         This Agreement  shall be for a term commencing on the first date above,
and shall reflect  Employees  status as a consultant until such time as Employee
receives the Visa at which time the Employee  shall become the Chief  Technology
Officer,  and terminating July 6, 1999, unless sooner terminated pursuant to the
terms hereof. In the event that no H-1 visa is obtained, this agreement shall be
null and void  except  with  respect to  Articles V & VI which  shall  remain in
effect.

                                  ARTICLE VIII
                         TERMINATION AND EFFECT THEREOF

         (A) The Company may terminate this Agreement:

                  (i) Upon the death of Employee during the term hereof,  except
that the Employee's legal representatives,  successors,  assigns and heirs shall
have  those  rights and  interests  as  otherwise  provided  in this  Agreement,
including the right to receive accrued but unpaid bonus compensation, if any.





<PAGE>




                  (ii) Upon written notice from the Company to the Employee,  if
Employee becomes totally disabled and as a result of such total disability,  has
been  prevented  from and unable to perform  all of his duties  hereunder  for a
period of four (4) consecutive months.

                  (iii) If the Employee  engages in fraud,  misappropriation  of
Company funds or gross negligence in the performance of his duties.

                  (iv) The Company shall have the right to terminate  Employee's
employment  hereunder for Cause.  For purposes of this Agreement,  "Cause" means
(a) a breach of the  covenants  herein,  (b)  failure to perform his duties in a
professional  and  competent  manner;  (c) failure by Employee to  substantially
perform his duties or obligations hereunder; (d) Employee engaging in misconduct
which is materially  injurious to the Company;  (e) Employee engaging in any act
that in any way has a direct,  substantial,  and adverse effect on the Company's
reputation;  (f) Employee  committing  involving crime of moral  turpitude;  (g)
Executive's conviction by, or entry of a plea of guilty or nolo contendere in, a
court of competent jurisdiction of a crime constituting a felony.

         (B) Upon termination of this Agreement:

                  (i) Pursuant to subarticles  (A)(i),  (iii) or (iv) Employee's
employment  hereunder and all  compensation  and benefits payable by the Company
hereunder shall be immediately terminated,  and all options shall be terminated;
provided, however, Employee or his estate, as the case may be, shall be entitled
to receive any payments under any applicable life or disability insurance plans.
Such  payments,  if any,  shall be made at the time and in  accordance  with the
terms and conditions of such plans.

                  (ii)  Pursuant to  subarticle  (A)(ii)  Employee's  employment
hereunder shall  terminate,  all vested options shall continue to be exercisable
for a  period  of six  months  thereafter  and  all  non  vested  options  shall
terminate.

                                   ARTICLE IX
                  STOCK OPTIONS AND STOCK ISSUANCE OF LABYRINTH

         As an inducement  to Employee to enter into this  Agreement the Company
hereby grants to Employee  options to purchase  shares of the  Company's  Common
Stock, $.001 par value per share, upon and subject to the following conditions:

         (A)  Subject  to the  terms  and  conditions  of an  option  agreement,
Employee  is hereby  granted  options to purchase  100,000  shares of the common
stock of the Company's Parent company,  U.S.  Wireless  Corporation,  a publicly
traded company,  which shall vest at the rate of 1/3 per year commencing July 7,
1997.  The options shall be  exercisable  on the dates of vesting and continuing
until July 6, 2001. The exercise price of the options shall be equal to





<PAGE>



     $2.00 per share.  The  foregoing  options  are not  intended  to qualify as
incentive stock options.

     (B) The options  provided for herein are not  transferable  by Employee and
shall  be  exercisable  only by  Employee,  or by his  legal  representative  or
executor.

     (C) The Company  shall issued 50,000 shares of its Common Stock on the date
hereof, which shares,  shall comprise 5% of the Company's  outstanding shares as
of the date of issuance. The shares shall be restricted pursuant to a restricted
share agreement,  annexed hereto a Appendix B, whereby such shares shall vest at
the rate of 1/3 per year,  with the first shares  vesting one year from the date
hereof.

                                    ARTICLE X
                         TERMINATION OF PRIOR AGREEMENTS

     This  Agreement  sets forth the entire  agreement  between  the parties and
supersedes all prior  agreements  between the parties,  whether oral or written,
without prejudice to Employee's right to all accrued  compensation  prior to the
effective date of this Agreement.

                                   ARTICLE XI
                                   ARBITRATION

         Any  dispute  arising  out of the  interpretation,  application  and/or
performance of this  Agreement  with the sole exception of any claim,  breach or
violation  arising under Articles V or VI hereof shall be settled  through final
and binding arbitration before a single arbitrator in the City of San Ramon, the
State of  California in  accordance  with the rules of the American  Arbitration
Association. The arbitrator shall be selected by the Association and shall be an
attorney at law experienced in the field of corporate law. Any judgment upon any
arbitration  award  may be  entered  in any  court,  federal  or  state,  having
competent jurisdiction of the parties.

                                   ARTICLE XII
                                  SEVERABILITY

         If  any  provision  of  this  Agreement   shall  be  held  invalid  and
unenforceable,  the remainder of this  Agreement  shall remain in full force and
effect.  If any  provision  is held  invalid or  unenforceable  with  respect to
particular circumstances,  it shall remain in full force and effect in all other
circumstances.

                                  ARTICLE XIII
                                     NOTICE

         All  notices  required  to be given  under the terms of this  Agreement
shall be in  writing  and  shall be  deemed  to have  been  duly  given  only if
delivered to the addressee in person or mailed by certified mail, return receipt
requested, to the address as included in the Company's





<PAGE>



records or to any such other  address as the party to receive  the notice  shall
advise by due notice given in accordance with this paragraph.

                                   ARTICLE XIV
                                     BENEFIT

         This  Agreement  shall inure to, and shall be binding upon, the parties
hereto,  the successors  and assigns of the Company,  and the heirs and personal
representatives of the Employee.

                                   ARTICLE XV
                                     WAIVER

         The waiver by either party of any breach or violation of any  provision
of  this  Agreement  shall  not  operate  or be  construed  as a  waiver  of any
subsequent breach of construction and validity.

                                   ARTICLE XVI
                                  GOVERNING LAW

         This Agreement and each Option  Certificate  issued  hereunder shall be
deemed to be a contract made under the laws of the State of Delaware and for all
purposes  shall be construed in  accordance  with the laws of such State without
giving effect to the rules of said State governing the conflicts of laws.

                                  ARTICLE XVII
                                  JURISDICTION

         Any or all actions or  proceedings  which may be brought by the Company
or  Employee  under this  Agreement  shall be  brought in courts  having a situs
within the State of California and Employee hereby consents to the  jurisdiction
of any local, state or federal court located within the State of California.

                                  ARTICLE XVIII
                                ENTIRE AGREEMENT

         This  Agreement  contains  the entire  agreement  between  the  parties
hereto. No change, addition or amendment shall be made hereto, except by written
agreement signed by the parties hereto.

                                   ARTICLE XIX
                                  CONSTRUCTION

     The  parties  intend  for  the  provisions  of  Articles  V and VI of  this
agreement to be





<PAGE>



construed, interpreted, and enforced to the maximum extent permitted by law. The
parties   acknowledge  and  agree  that  they  have  both  participated  in  the
preparation  of this  Agreement  and it shall not be  construed  or  interpreted
against  either  party on the basis that it was  prepared by such party.  In the
event  that  any  provision  of  Articles  V or VI,  or part  thereof,  shall be
determined by any court of competent  jurisdiction  to be invalid,  illegal,  or
unenforceable  in any respect for any reason,  such  provision  shall be revised
and/or  interpreted  to make it  enforceable  to the maximum extent in all other
respects as to which it may be  enforceable,  all as determined by such court in
such action.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement and
affixed their hands and seals the day and year first above written.

         AGREED AS TO OPTIONS                          LABYRINTH COMMUNICATIONS
         U.S. WIRELESS CORPORATION                     TECHNOLOGIES GROUP, INC.


By:      /s/ Dr. Oliver Hilsenrath            By:      /s/ Dr. Oliver Hilsenrath
         Dr. Oliver Hilsenrath                             Dr. Oliver Hilsenrath
         Chief Executive Officer                         Chief Executive Officer

                                                              EMPLOYEE


                                                              /s/ Dr. Mati Wax
                                                              Dr. Mati Wax





<PAGE>










                                  Exhibit 10.80

                   Consulting Agreement with Young Associates




<PAGE>










                              CONSULTING AGREEMENT

                  Agreement  made as of the 21st day of  January,  1997,  by and
between Young Associates  (Jersey)  Limited,  a Jersey  corporation with offices
located at  Piermont  House,  33/35  Pier  Road,  St.  Helier,  Jersey,  JE4 8QP
(referred to as the  "Consultant")  and U.S.  Wireless  Corporation,  a Delaware
corporation,  with its principal executive offices located at 2694 Bishop Drive,
Suite 213, San Ramon California 94583 (the "Corporation").

                              W I T N E S S E T H :

     WHEREAS, the Corporation engaged the Consultant as of September 30, 1996 to
perform certain services for the Corporation,  which understanding and agreement
are hereby put into writing; and

     WHEREAS,  as of September  30, 1996 the  Consultant's  commences  providing
services to the  Corporation on a priority  basis,  and whereby the  Corporation
desires to continue its engagement of Consultant; and

     WHEREAS,  the Corporation  desired to assure itself of the  availability of
Consultant's services and expertise on a priority basis, and desires to continue
to engage the  Consultant to render the services  described in Paragraph 3 below
(the "Services"); and

     WHEREAS,  Consultant has expertise in the field of wireless  communications
and is willing to provide such knowledge and expertise to the Corporation in the
form of Services;

     WHEREAS, in consideration for the Services the Consultant shall be entitled
to the compensation described in Paragraph 4 below; and

     WHEREAS,  the  Corporation  agrees to retain the  Consultant and Consultant
agrees to be  retained by the  Corporation  under the terms and  conditions  set
forth below.

         Based upon the foregoing, the parties agree as follows:

     1.  Appointment.  For the term of this Agreement,  the  Corporation  hereby
appoints  Consultant as an independent  consultant and Consultant hereby accepts
such  appointment.  The  consulting  arrangement  referred  to  herein  is  on a
non-exclusive basis subject to Paragraph 7.

     2. Term of Agreement.

                  a. The term of this  Agreement  shall  commence as of the date
first  written  above  and  shall  remain  in force  for a period  of two  years
therefrom  unless earlier  terminated  pursuant to Subparagraph  (b) below.  The
Consultant may terminate this agreement upon 10 days notice





<PAGE>



in writing to the Company.

                  b.  The Company may terminate this Agreement:

     (i) Upon the death of Consultant during the term hereof.

     (ii) Upon written notice from the Company to the Consultant,  if Consultant
becomes  totally  disabled  and as a result of such total  disability,  has been
prevented from and is unable to perform all of his duties hereunder for a period
of two (2) consecutive months.

     (iii)   If   the   Consultant   engages   in   fraud,    misrepresentation,
misappropriation  of  Company  funds or  negligence  in the  performance  of his
duties.

     (iv) The Company shall have the right to terminate Consultant's  employment
hereunder for Cause. For purposes of this Agreement,  "Cause" means (a) a breach
of the covenants herein, (b) failure to perform his duties in a professional and
competent manner; (c) failure by Consultant to substantially  perform his duties
or  obligations  hereunder;  (d)  Consultant  engaging  in  misconduct  which is
materially  injurious to the Company; (e) Consultant engaging in any act that in
any  way  has a  direct,  substantial,  and  adverse  effect  on  the  Company's
reputation;  (f) Consultant  committing  crimes involving moral  turpitude;  (g)
Consultant's  conviction by, or entry of a plea of guilty or nolo contendere in,
a court of competent jurisdiction of a crime constituting a felony.

                  c.  Any  such  termination   shall  be  without  liability  or
continuing  obligation  to  the  Corporation  or  Consultant,   other  than  the
obligation of the  Corporation  to pay expenses of the Consultant for the period
to  the  date  of  termination,  in  accordance  with  Paragraph  6  hereof  and
Consultants  obligation to return to the  Corporation  any and all  confidential
information and any and all other materials of the Corporation  including copies
thereof and any materials which Consultant has distributed, for which the return
thereof has been requested. Paragraph 9 (Indemnity) will survive the termination
of this Agreement.

         3.  Service.  During  the Term  hereof,  Consultant  shall  render  the
following services to the Corporation:  introducing the Corporation to owners of
Beta sites,  facilitating  relationships with potential customers and initiating
strategic  alliances.  Additionally,   Consultant  may  provide  investment  and
business consulting and advisory services to Client,  inclusive of the location,
evaluation, structuring and financing of business activities. It is specifically
understood  that  Consultant  is not required to expend any  specific  number of
hours in  connection  with such  services.  Consultant  will not be  required to
provide services other than those described above.




<PAGE>









         4.       Compensation.

                  a.  In  consideration   for  the  rendering  of  the  services
referenced  hereunder,  the  Corporation has granted the Consultant an option to
purchase common stock of the Corporation  pursuant an Option  Agreement  annexed
hereto as Appendix A, which shall be exercisable in accordance with its terms.

                  b. In  addition  to the  Option  Agreement  in the  event  the
Consultant is successful in facilitating a relationship  between the Company and
a customer or strategic  alliance,  the Corporation and the Consultant  agree to
enter into  negotiations  on a project by project basis with a view to obtaining
agreement in writing on the formula to be used in the calculation of any success
fee. A success fee will become payable once the  Corporation's  participation in
any such project is consummated.

         5. Relationship.  Consultant shall be an independent contractor and not
an employee of the  Corporation.  The  Corporation  shall not be  responsible to
reimburse the  Consultant  for any expenses  incurred in the  performance of its
consulting services except as set forth in Paragraph 8. This Agreement shall not
be construed to create between the Corporation and the Consultant a relationship
of principal,  employer and employee,  joint  ventures,  copartners or any other
similar  relationship,  the existence of which is hereby expressly denied by the
Corporation and the Consultant.  Consultant is not an agent for the Corporation,
except  as  described  herein  and  the  Corporation  is not an  agent  for  the
Consultant  for any  purpose  whatsoever;  and each  such  party has no right or
authority to assume or create any obligations,  express or implied, on behalf or
in the name of the other party.

         6.  Non-disclosure.  The  Consultant  shall not,  at any time during or
after the termination of this agreement except (i) with the prior consent of the
Corporation,  or (ii) when acting on behalf of and with the authorization of the
Corporation  or (iii) if required  to do so by any  governmental  or  regulatory
agency or  authority  (in which case the  Consultant  will  properly  notify the
Corporation in a timely manner to allow the Company to seek injunctive  relief),
make use of or disclose to any person,  corporation,  or other  entity,  for any
purpose whatsoever, any trade secret or other confidential information (referred
to as the "Proprietary Information").  For the purposes of this Agreement, trade
secrets and confidential  information  shall mean  information  disclosed to the
Consultant or known by it as a consequence of its engagement by the  Corporation
as a consultant,  whether or not pursuant to this  Agreement,  and not generally
known in the industry,  concerning the Corporation's  Intellectual  Property (as
hereinafter  defined),  business,   finances,  methods,  operations,   marketing
information,  pricing and  information  relating to  proposed  expansion  of the
Corporation or the Corporation's business plans.  "Intellectual  Property" means
(a) all  inventions  (whether  patentable  or  unpatentable  and  whether or not
reduced  to  practice),  all  improvements  thereto,  and  all  patents,  patent
applications,   and  patent   disclosures,   together  with  all   re-issuances,
continuations, continuations- in-part, revisions, extensions, and reexaminations
thereof, (b) all trademarks, service marks, trade dress, logos, trade names, and
corporate names, together





<PAGE>



with all translations,  adaptations,  derivations,  and combinations thereof and
including   all   goodwill   associated   therewith,   and   all   applications,
registrations,  and  renewals in  connection  therewith,  (c) all  copyrightable
works,  all copyrights,  and all  applications,  registrations,  and renewals in
connection  therewith,  (d) all mask works and all applications,  registrations,
and renewals in connection  therewith,  (e) all trade  secrets and  confidential
business  information  (including  ideas,  research and  development,  know-how,
formulas,  compositions,  manufacturing and production processes and techniques,
technical data, designs, drawings, specifications,  customer and supplier lists,
pricing and cost  information,  and business and marketing plans and proposals),
(f) all computer software  (including data and related  documentation),  (g) all
other proprietary  rights, and (h) all copies and tangible  embodiments  thereof
(in whatever form or medium).

         7.       Conflict of Interest.

                  a.  Consultant  shall not  during  the term of this  agreement
enter  into or  engage  in any  business  which  is a direct  competitor  of the
Corporation.

                  b. In the event  that  during the term of this  Agreement  the
Consultant  desires to consult with or become  engaged by any direct or indirect
competitor of the Corporation, then the Consultant shall give the Corporation 10
days prior  written  notice of such pending  engagement  and upon request of the
Corporation  return any and all  materials  supplied by the  Corporation  to the
consultant together with any copies prepared by the Consultant or distributed by
the  Consultant,  except  as may be  specifically  exempted  in  writing  by the
Corporation.

                  c.  If  any   court   shall   hold   that  the   duration   of
non-competition  or any  other  restriction  contained  in this  Paragraph  7 is
unenforceable, it is our intention that same shall not thereby be terminated but
shall  be  deemed  amended  to  delete   therefrom  such  provision  or  portion
adjudicated to be invalid or unenforceable or in the alternative such judicially
substituted term may be substituted therefore.

     d. Without prejudice to its obligations  under  sub-paragraph (a) above, if
the  Consultant  may at any time have an  interest  in, or  conflict  of duty in
relation to, any transaction or matter which is the subject of services provided
to the Corporation.  The Corporation  acknowledges that this may be the case and
the  Consultant  agrees to notify  the  Corporation  prior to such  interest  or
conflict arising.

         8. Expenses.  During the term of this  Agreement,  Consultant  shall be
entitled  to receive  reimbursement  for  business  expenses  incurred by it (in
accordance  with the  policies and  procedures  from time to time adopted by the
Board of Directors of the Corporation and notified in writing to the Consultant)
in performing  services  hereunder,  provided that Consultant  properly accounts
therefore in accordance  with such policy and  procedures and provided that such
expenses have been specifically approved in advance in writing by the





<PAGE>



Corporation.

         9. Trading of the Corporation's Securities.  Consultant represents that
he shall  comply  with all  federal,  state and local  securities  laws and have
prepared  and filed with the  appropriate  agencies  all  required  filings in a
timely and efficient manner. Consultant further agrees to abide by the Corporate
guidelines of the Corporation annexed hereto as Appendix B.

     10. Indemnity.  The Corporation  hereby  indemnifies and holds harmless the
Consultant,  its  directors,   officers  and  employees  and  of  each  of  them
("indemnified  persons"),  from and against any and all losses, claims, demands,
damages, costs, charges,  expenses and liabilities and actions,  proceedings and
investigations  in respect thereof  ("claims") which any indemnified  person may
suffer  or incur or which  may be made by the  Corporation  or any  third  party
against any indemnified  person  relating to or arising out of the  Consultant's
appointment  hereunder.  The Corporation will not be required to indemnify or be
liable hereunder for claims by an indemnified person resulting from bad faith or
gross negligence of the indemnified person or the Consultant.  In addition,  the
Consultant  shall not be  indemnified  for  breaches of any of the terms of this
Agreement.

     11.  No  Waiver.  No  delay or  omission  on the  part of  either  party in
exercising any right hereunder shall operate as a waiver of such right or of any
other  right of such party,  nor shall any delay,  omission or waiver on any one
occasion  be deemed a bar to or  waiver  of the same or any  other  right on any
future occasion.

     12.  Assignability.  This  agreement is not  assignable by the  Corporation
without the prior  written  consent of the  Consultant.  This  Agreement  is not
assignable  by  the  Consultant  without  the  express  written  consent  of the
Corporation.  Notwithstanding  the  foregoing,  this  Agreement  shall  bind any
successor or assign of either party.

     13.  Entire  Agreement.  This  Agreement  sets forth the  entire  agreement
between the parties with respect to the subject matter hereof,  superseding  all
prior  understandings and agreements whether written or oral. This Agreement may
not be  amended,  revised  or  terminated  except  by a  writing  signed by both
parties.

     14.  Default.  In the event that either  party shall fail to conform to the
terms of this  Agreement,  the other party shall reimburse the damaged party for
any expenses,  including  reasonable  attorney's  fees, which may be incurred by
such party in attempting to collect any  obligation,  or to enforce  obligations
under this Agreement.

     15.  Governing  Law,  etc. This  Agreement  and all rights and  obligations
hereunder, including matters of construction, validity and performance, shall be
governed by the laws of the State of Delaware  applicable to contracts  made and
performed  entirely within the State of Delaware  without regard to conflicts of
laws rules applied in the States of California.






<PAGE>



     16.  Notices.  All  notices,  requests,  demands  and other  communications
provided  for by this  Agreement  shall be in  writing  and shall be  personally
delivered or sent by certified or registered mail postage and fees prepaid or by
overnight  courier,  to the other party at the address mentioned in the preamble
of this Agreement.  Any party may designate a different  address for the purpose
of the service of notice  hereunder by giving notice thereof in accordance  with
the provisions of this Paragraph 16.

     17. Captions.  Captions herein have been inserted solely for convenience of
reference and in no way define,  limit or describe the scope or substance of any
provision of this Agreement.

     18.  Severability.  The  provisions of this  Agreement are  severable,  and
invalidity of any provision shall not affect the validity of any other provision
unless the invalidity  impairs materially the benefits of the contract to either
party.  In the event that any court of competent  jurisdiction  shall  determine
that any provision of this Agreement or the application thereof is unenforceable
in whole or in part  because of the  duration  and scope  thereof,  the  parties
hereto agree that said court in making such  determination  shall have the power
to reduce the  duration and scope of such  provision to the extent  necessary to
make it  enforceable,  and that the Agreement in its reduced form shall be valid
and enforceable to the full extent permitted by law.

          IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement
and affixed their hands and seals the day and year first above written,


Young Associates (Jersey)Limited                  U.S. Wireless Corporation

By: /s/Young Associates (Jersey) Limited          By: /s/ Dr. Oliver Hilsenrath
Young Associates (Jersey) Limited                     Dr. Oliver Hilsenrath
                                                      Chief Executive Officer




<PAGE>











                                  Exhibit 10.81

                    Consulting Agreement with Dennis Frances




<PAGE>









                              CONSULTING AGREEMENT

                  Agreement  made as of the 9th day of  December,  1996,  by and
between Dennis Francis, residing at 3204 Cardinal Ridge Drive, Greensboro, North
Carolina 27410  (referred to as the  "Consultant")  and Labyrinth  Communication
Technologies, Inc., a Delaware corporation, with its principal executive offices
located at 2694 Bishop Drive, San Ramon California 94583 (the "Corporation").

                              W I T N E S S E T H :

     WHEREAS,  the Corporation  desires to assure itself of the  availability of
Consultant's  services and technical  expertise on a priority basis, and desires
to engage  Consultant to render  services in the  development and testing of its
FlyBeam product; and

     WHEREAS,  the Corporation is a majority owned  subsidiary of U.S.  Wireless
Corporation (the "Parent"); and

     WHEREAS,  as compensation for the services rendered the Consultant shall be
granted an option to purchase  50,000  shares of the  Parent's  common  stock at
$4.00 per share,  exercisable  for a period of five years from the date  hereof;
and

     WHEREAS,  the  Corporation  agrees to retain the  Consultant and Consultant
agrees to be  retained by the  Corporation  under the terms and  conditions  set
forth below.

         Based upon the foregoing, the parties agree as follows:

         1.       Appointment.

                  For the term of this Agreement, the Corporation hereby retains
Consultant  as an  independent  consultant  and  Consultant  hereby  accept such
retention.  The consulting  arrangement referred to herein is on a non-exclusive
basis subject to Paragraph 3.

         2.       Term of Agreement.

                  The term of this Agreement shall commence as of the date first
written above and shall remain in force for a period of three(3) years therefrom
subject  to  sooner  termination  at  the  discretion  of the  Corporation.  The
Corporation may terminate this agreement upon 10 days notice to the Consultant.

         3.       Service.

                  During the Term hereof,  Consultant  shall render  services in
providing   technical   assistance  in  the   development  and  testing  of  the
Corporation's FlyBeam. Consultant shall





<PAGE>



provide these services to the Corporation during the Term of this Agreement.  It
is  specifically  understood  that  Consultant  is not  required  to expend  any
specific  number of hours in  connection  with such  services.  The  Corporation
understands  that the  Consultant is a full-time  employee of Vanguard  Cellular
Financial  Corp.  ("VCFC") and that the services  rendered by  Consultant to the
Corporation will not interfere or conflict with Consultant's  performance of his
duties as an employee of VCFC.

         4.       Compensation.

                  For  services  hereunder,   the  Corporation  shall  grant  to
Consultant an option to purchase shares of the Parent's common stock,  $.001 par
value per share, at $4.00 per share, upon to the following conditions, which are
subject to the terms and conditions of an option  agreement,  annexed hereto and
made a part hereof as Appendix A:

     a. Consultant  shall be granted an option to purchase up to an aggregate of
50,000  shares  of  the  Parent's  common  stock,  which  shall  be  vested  and
exercisable as of the date hereof.

     b. The  options  shall be  exercisable  for a period of five years from the
date hereof. The options are not intended to qualify as incentive stock options.

     c. The options  provided for herein are not  transferable by Consultant and
shall be  exercisable  only by  Consultant,  or by his legal  representative  or
executor.

     d. The Consultant agrees that any shares purchased pursuant to the exercise
of the  option,  in whole or part,  shall be  subject  to a lock-up  restriction
against the resale of such shares,  which restriction shall commence on the date
hereof and  continue  for a period of two year  hereafter.  No shares  purchased
shall be eligible for resale during the two year restrictive period.

         5.       Relationship.

     Consultant  shall be an  independent  contractor and not an employee of the
Corporation.   The  Corporation  shall  not  be  responsible  to  reimburse  the
Consultant for any fees,  costs or expenses  incurred in the  performance of his
consulting services except as set forth in Paragraph 7. This Agreement shall not
be construed to create between the Corporation  and Consultant the  relationship
of principal,  employer and employee,  joint venturers,  copartners or any other
similar  relationship,  the existence of which is hereby expressly denied by the
Corporation and the Consultant.  Consultant is not an agent for the Corporation,
except  as  described  herein  and  the  Corporation  is not an  agent  for  the
Consultant  for any  purpose  whatsoever;  and each  such  party has no right or
authority to assume or create any obligations,  express or implied, on behalf of
or in the name of the other party.






<PAGE>



     6. Non-disclosure; Disclosure of Potential Conflicts.

                  a. The  Consultant  shall not, at any time during or after the
termination  of this  agreement  except  when  acting  on behalf of and with the
authorization  of the  Corporation,  make  use  of or  disclose  to any  person,
corporation,  or other entity, for any purpose  whatsoever,  any trade secret or
other confidential information concerning the Corporation's business,  finances,
proposed and current services and pricing,  and any information  relating to the
Corporation's   business   (collectively   referred   to  as  the   "Proprietary
Information").   For  the  purposes  of  this   Agreement,   trade  secrets  and
confidential  information shall mean information  disclosed to the Consultant or
known  by him  as a  consequence  of his  engagement  by  the  Corporation  as a
consultant,  whether or not pursuant to this Agreement,  and not generally known
in  the  industry,   concerning  the  Corporation's  Intellectual  Property  (as
hereinafter  defined),  business,   finances,  methods,  operations,   marketing
information,  pricing and  information  relating to  proposed  expansion  of the
Corporation or the  Corporation's  business plans.  The Consultant  acknowledges
that such Proprietary  Information,  as may exist from time to time, is valuable
and  unique  assets  of  the  Corporation,  and  that  disclosure  of  any  such
information would cause substantial injury to the Corporation.  The foregoing is
intended to be confirmatory of the common laws of the states of California,  and
Delaware relating to trade secrets and confidential  information.  "Intellectual
Property"  means (a) all  inventions  (whether  patentable or  unpatentable  and
whether or not reduced to practice),  all improvements thereto, and all patents,
patent  applications,  and patent  disclosures,  together with all re-issuances,
continuations, continuations- in-part, revisions, extensions, and reexaminations
thereof, (b) all trademarks, service marks, trade dress, logos, trade names, and
corporate names, together with all translations,  adaptations,  derivations, and
combinations  thereof and including all goodwill associated  therewith,  and all
applications,  registrations,  and  renewals in  connection  therewith,  (c) all
copyrightable works, all copyrights,  and all applications,  registrations,  and
renewals  in  connection  therewith,  (d) all mask  works and all  applications,
registrations,  and renewals in connection therewith,  (e) all trade secrets and
confidential  business information  (including ideas,  research and development,
know-how,  formulas,  compositions,  manufacturing and production  processes and
techniques,  technical data,  designs,  drawings,  specifications,  customer and
supplier lists,  pricing and cost information,  and business and marketing plans
and  proposals),   (f)  all  computer  software   (including  data  and  related
documentation),  (g) all  other  proprietary  rights,  and (h)  all  copies  and
tangible embodiments thereof (in whatever form or medium).

                  b. In the event that the Consultant desires to consult with or
become engaged by any indirect or direct competitor of the Corporation, then the
consultant  shall  give the  Corporation  10 days prior  written  notice of such
pending  engagement  and upon  request  of the  Corporation  return  any and all
materials supplied by the Corporation to the Consultant together with any copies
prepared  by  Consultant  or  distributed  by the  Consultant,  except as may be
specifically exempted in writing by the Corporation.

     7. Expenses. During the Term, Consultant shall be entitled to receive





<PAGE>



reimbursement  for business  expenses  incurred by him (in  accordance  with the
Corporation's  policies and procedures from time to time adopted by the Board of
Directors of the Corporation) in performing  services  hereunder,  provided that
Consultant  properly  accounts  therefor  in  accordance  with such  policy  and
procedures and provided that such expenses have been specifically  approved,  in
advance, in writing by the Corporation.

     8. Trading of the Corporation's  Securities.  Consultant represents that he
shall comply with all federal, state and local securities laws and have prepared
and filed with the  appropriate  agencies all  required  filings in a timely and
efficient  manner.   Consultant  further  agrees  to  abide  by  the  rules  and
regulations of the Parent annexed hereto as Appendix B.

     9. No  Waiver.  No delay or  omission  on the  part of the  Corporation  in
exercising any right hereunder shall operate as a waiver of such right or of any
other right of the Corporation,  nor shall any delay,  omission or waiver on any
one  occasion be deemed a bar to or waiver of the same or any other right on any
future occasion.

     10.  Assignability.  This  agreement is not  assignable by the  Corporation
without the prior  written  consent of the  Consultant.  This  Agreement  is not
assignable  by  the  Consultant  without  the  express  written  consent  of the
Corporation.  Notwithstanding  the  foregoing,  this  Agreement  shall  bind any
successor or assign of either party.

     11.  Entire  Agreement.  This  Agreement  sets forth the  entire  agreement
between the parties with respect to the subject matter hereof,  superseding  all
prior  understandings and agreements whether written or oral. This Agreement may
not be  amended,  revised  or  terminated  except  by a  writing  signed by both
parties.

     12.  Default.  In the event that either  party shall fail to conform to the
terms of this  Agreement,  the other party shall reimburse the damaged party for
any expenses,  including  reasonable  attorney's  fees, which may be incurred by
such party in attempting to collect any  obligation,  or to enforce  obligations
under this Agreement.

     13. VCFC Acceptance;  No-raid.  VCFC hereby permits the Consultant to enter
in to this Consulting Agreement with the Corporation.  The Corporation shall not
offer  Consultant  employment with the Corporation for the lesser of three years
from the date of this Consulting Agreement and 12 months from the termination of
Consultant's employment with VCFC. The Corporation shall not offer employment to
any employee of VCFC,  which employee has been  introduced to the Corporation by
the Consultant or other employee of VCFC. VCFC is a third party beneficiary with
respect to the provisions of this paragraph.

     14.  Governing  Law,  etc. This  Agreement  and all rights and  obligations
hereunder, including matters of construction, validity and performance, shall be
governed by the laws of the State of Delaware  applicable to contracts  made and
performed  entirely within the State of Delaware  without regard to conflicts of
laws rules applied in the State of California.





<PAGE>




     15.  Notices.  All  notices,  requests,  demands  and other  communications
provided  for by this  Agreement  shall be in  writing  and shall be  personally
delivered or sent by certified or registered mail postage and fees prepaid or by
overnight  courier,  to the other party at the address mentioned in the preamble
of this Agreement.  Any party may designate a different  address for the purpose
of the service of notice  hereunder by giving notice thereof in accordance  with
the provisions of this Paragraph 15.

     16. Captions.  Captions herein have been inserted solely for convenience of
reference and in no way define,  limit or describe the scope or substance of any
provision of this Agreement.

     17.  Severability.  The  provisions of this  Agreement are  severable,  and
invalidity of any provision shall not affect the validity of any other provision
unless the invalidity  impairs materially the benefits of the contract to either
party. In the even that any court of competent jurisdiction shall determine that
any provision of this Agreement or the application  thereof is  unenforceable in
whole or in part because of the duration and scope  thereof,  the parties hereto
agree  that said  court in making  such  determination  shall  have the power to
reduce the duration and scope of such provision to the extent  necessary to make
it  enforceable,  and that the  Agreement in its reduced form shall be valid and
enforceable to the full extent permitted by law.

          IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement
and affixed their hands and seals the day and year first above written.

         Agreed and Acknowledged
         as to the Options:
                                                         Labyrinth Communication
U.S. Wireless Corporation                               Technologies Group, Inc.

By: /s/ Dr. Oliver Hilsenrath                      By: /s/ Dr. Oliver Hilsenrath
Dr. Oliver Hilsenrath                                      Dr. Oliver Hilsenrath
Chief Executive Officer                                  Chief Executive Officer

Agreed and Acknowledged as to Paragraph 13 only.

Vanguard Cellular Financial Corp.                                     Consultant

By:      /s/ Vanguard Cellular Financial Corp.                /s/ Dennis Francis
         Vanguard Cellular Financial Corp.                        Dennis Francis





<PAGE>











                                  Exhibit 10.82

                  Consulting Agreement with Spencer Corporation




<PAGE>










                              CONSULTING AGREEMENT

                  Agreement  made as of the 29th day of  January,  1997,  by and
between  Spencer  Corporation,  a  Liberian  corporation,   with  its  principal
executive offices located at 116 Altlandstrasse,  Zollikon, Switzerland(referred
to  herein  as the  "Consultant")  and U.S.  Wireless  Corporation,  a  Delaware
corporation,  with its principal executive offices located at 2694 Bishop Drive,
San Ramon California 94583 (the "Corporation").

                              W I T N E S S E T H :

     WHEREAS,  the Corporation  desires to assure itself of the  availability of
Consultant's  services and expertise on a priority basis,  and desires to engage
Consultant to render services making introductions for the Corporation,  and its
subsidiaries to facilitate relationships with potential customers and initiating
strategic alliances; and

     WHEREAS,  Consultant  may provide  investment  and business  consulting and
advisory  services to the  Corporation,  inclusive of the location,  evaluation,
structuring and financing of business activities; and

     WHEREAS, the Corporation is the parent company of Labyrinth  Communications
Technology Group, Inc. and Mantra Technologies, Inc. (the "Subsidiaries"); and

     WHEREAS,  as compensation for the services rendered the Consultant shall be
granted an option to purchase 100,000 shares of the  Corporation's  Common stock
at  $2.50  per  share,  exerciseable  for the  period  specified  in the  Option
Agreement; and

     WHEREAS,  the  Corporation  agrees to retain the  Consultant and Consultant
agrees to be  retained by the  Corporation  under the terms and  conditions  set
forth below.

         Based upon the foregoing, the parties agree as follows:

         1.       Appointment.

                  For the term of this Agreement, the Corporation hereby retains
Consultant  as an  independent  consultant  and  Consultant  hereby  accept such
retention.  The consulting  arrangement referred to herein is on a non-exclusive
basis subject to Paragraph 3.

         2.       Term of Agreement.

                  The term of this Agreement shall commence as of the date first
written above and shall remain in force for a period of two (2) years  therefrom
subject  to  sooner  termination  at  the  discretion  of the  Corporation.  The
Corporation may terminate this agreement upon 10





<PAGE>



days notice to the Consultant.

         3.       Service.

                  During the Term hereof,  Consultant  shall render  services in
introducing   the   Subsidiaries   to  potential   customer   and   facilitating
relationships  with such  companies,  initiating  strategic  alliances and joint
ventures,  as well as providing  investment and business consulting and advisory
services to the Corporation,  inclusive of the location, evaluation, structuring
and financing of business activities. Consultant shall provide these services to
the Corporation and its  Subsidiaries  during the Term of this Agreement.  It is
specifically  understood  that Consultant is not required to expend any specific
number of hours in connection with such services.

         4.       Compensation.

                  For  services  hereunder,   the  Corporation  shall  grant  to
Consultant an option to purchase shares of the Corporation's Common Stock, $.001
par value per share, at $2.50 per share, upon to the following conditions, which
are subject to the terms and conditions of an option  agreement,  annexed hereto
and made a part hereof as Appendix A:

     a. Consultant  shall be granted an option to purchase up to an aggregate of
100,000  shares of the  Corporation's  common  stock,  which shall be vested and
exercisable as of the date hereof.

     b. The options shall be exercisable  upon issuance and until  September 30,
2001. The options are not intended to qualify as incentive stock options.

     c. The options  provided for herein are not  transferable by Consultant and
shall be  exercisable  only by  Consultant,  or by his legal  representative  or
executor.

     d. The Consultant agrees that any shares purchased pursuant to the exercise
of the  option,  in whole or part,  shall be  subject  to a lock-up  restriction
against  the  resale of such  shares  prior to  September  30,  1998.  No shares
purchased shall be eligible for resale during the restrictive period.

         5.       Relationship.

     Consultant  shall be an  independent  contractor and not an employee of the
Corporation.   The  Corporation  shall  not  be  responsible  to  reimburse  the
Consultant for any fees,  costs or expenses  incurred in the  performance of his
consulting services except as set forth in Paragraph 7. This Agreement shall not
be construed to create between the Corporation  and Consultant the  relationship
of principal,  employer and employee,  joint venturers,  copartners or any other
similar  relationship,  the existence of which is hereby expressly denied by the
Corporation and the Consultant.  Consultant is not an agent for the Corporation,
except as





<PAGE>



described  herein and the Corporation is not an agent for the Consultant for any
purpose  whatsoever;  and each such party has no right or authority to assume or
create any obligations,  express or implied,  on behalf of or in the name of the
other party.

         6.       Non-disclosure; Disclosure of Potential Conflicts.

                  a. The  Consultant  shall not, at any time during or after the
termination  of this  agreement  except  when  acting  on behalf of and with the
authorization  of the  Corporation,  make  use  of or  disclose  to any  person,
corporation,  or other entity, for any purpose  whatsoever,  any trade secret or
other confidential information concerning the Corporation's business,  finances,
proposed and current services and pricing,  and any information  relating to the
Corporation's   business   (collectively   referred   to  as  the   "Proprietary
Information").   For  the  purposes  of  this   Agreement,   trade  secrets  and
confidential  information shall mean information  disclosed to the Consultant or
known  by him  as a  consequence  of his  engagement  by  the  Corporation  as a
consultant,  whether or not pursuant to this Agreement,  and not generally known
in  the  industry,   concerning  the  Corporation's  Intellectual  Property  (as
hereinafter  defined),  business,   finances,  methods,  operations,   marketing
information,  pricing and  information  relating to  proposed  expansion  of the
Corporation or the  Corporation's  business plans.  The Consultant  acknowledges
that such Proprietary  Information,  as may exist from time to time, is valuable
and  unique  assets  of  the  Corporation,  and  that  disclosure  of  any  such
information would cause substantial injury to the Corporation.  The foregoing is
intended to be confirmatory of the common laws of the states of California,  and
Delaware relating to trade secrets and confidential  information.  "Intellectual
Property"  means (a) all  inventions  (whether  patentable or  unpatentable  and
whether or not reduced to practice),  all improvements thereto, and all patents,
patent  applications,  and patent  disclosures,  together with all re-issuances,
continuations, continuations- in-part, revisions, extensions, and reexaminations
thereof, (b) all trademarks, service marks, trade dress, logos, trade names, and
corporate names, together with all translations,  adaptations,  derivations, and
combinations  thereof and including all goodwill associated  therewith,  and all
applications,  registrations,  and  renewals in  connection  therewith,  (c) all
copyrightable works, all copyrights,  and all applications,  registrations,  and
renewals  in  connection  therewith,  (d) all mask  works and all  applications,
registrations,  and renewals in connection therewith,  (e) all trade secrets and
confidential  business information  (including ideas,  research and development,
know-how,  formulas,  compositions,  manufacturing and production  processes and
techniques,  technical data,  designs,  drawings,  specifications,  customer and
supplier lists,  pricing and cost information,  and business and marketing plans
and  proposals),   (f)  all  computer  software   (including  data  and  related
documentation),  (g) all  other  proprietary  rights,  and (h)  all  copies  and
tangible embodiments thereof (in whatever form or medium).

                  b. In the event that the Consultant desires to consult with or
become engaged by any indirect or direct competitor of the Corporation, then the
consultant  shall  give the  Corporation  10 days prior  written  notice of such
pending  engagement  and upon  request  of the  Corporation  return  any and all
materials supplied by the Corporation to the Consultant





<PAGE>



together  with  any  copies   prepared  by  Consultant  or  distributed  by  the
Consultant,   except  as  may  be  specifically   exempted  in  writing  by  the
Corporation.

     7.  Expenses.  During the Term,  Consultant  shall be  entitled  to receive
reimbursement  for business  expenses  incurred by him (in  accordance  with the
Corporation's  policies and procedures from time to time adopted by the Board of
Directors of the Corporation) in performing  services  hereunder,  provided that
Consultant  properly  accounts  therefor  in  accordance  with such  policy  and
procedures and provided that such expenses have been specifically  approved,  in
advance, in writing by the Corporation.

     8. Trading of the Corporation's  Securities.  Consultant represents that he
shall comply with all federal, state and local securities laws and have prepared
and filed with the  appropriate  agencies all  required  filings in a timely and
efficient  manner.   Consultant  further  agrees  to  abide  by  the  rules  and
regulations of the Parent annexed hereto as Appendix B.

     9. No  Waiver.  No delay or  omission  on the  part of the  Corporation  in
exercising any right hereunder shall operate as a waiver of such right or of any
other right of the Corporation,  nor shall any delay,  omission or waiver on any
one  occasion be deemed a bar to or waiver of the same or any other right on any
future occasion.

     10.  Assignability.  This  agreement is not  assignable by the  Corporation
without the prior  written  consent of the  Consultant.  This  Agreement  is not
assignable  by  the  Consultant  without  the  express  written  consent  of the
Corporation.  Notwithstanding  the  foregoing,  this  Agreement  shall  bind any
successor or assign of either party.

     11.  Entire  Agreement.  This  Agreement  sets forth the  entire  agreement
between the parties with respect to the subject matter hereof,  superseding  all
prior  understandings and agreements whether written or oral. This Agreement may
not be  amended,  revised  or  terminated  except  by a  writing  signed by both
parties.

     12.  Default.  In the event that either  party shall fail to conform to the
terms of this  Agreement,  the other party shall reimburse the damaged party for
any expenses,  including  reasonable  attorney's  fees, which may be incurred by
such party in attempting to collect any  obligation,  or to enforce  obligations
under this Agreement.

     13.  Governing  Law,  etc. This  Agreement  and all rights and  obligations
hereunder, including matters of construction, validity and performance, shall be
governed by the laws of the State of Delaware  applicable to contracts  made and
performed  entirely within the State of Delaware  without regard to conflicts of
laws rules applied in the State of California.

     14.  Notices.  All  notices,  requests,  demands  and other  communications
provided  for by this  Agreement  shall be in  writing  and shall be  personally
delivered or sent by certified or registered mail postage and fees prepaid or by
overnight courier, to the other party at the





<PAGE>



address  mentioned in the preamble of this Agreement.  Any party may designate a
different  address for the purpose of the service of notice  hereunder by giving
notice thereof in accordance with the provisions of this Paragraph 14.

     16. Captions.  Captions herein have been inserted solely for convenience of
reference and in no way define,  limit or describe the scope or substance of any
provision of this Agreement.

     17.  Severability.  The  provisions of this  Agreement are  severable,  and
invalidity of any provision shall not affect the validity of any other provision
unless the invalidity  impairs materially the benefits of the contract to either
party. In the even that any court of competent jurisdiction shall determine that
any provision of this Agreement or the application  thereof is  unenforceable in
whole or in part because of the duration and scope  thereof,  the parties hereto
agree  that said  court in making  such  determination  shall  have the power to
reduce the duration and scope of such provision to the extent  necessary to make
it  enforceable,  and that the  Agreement in its reduced form shall be valid and
enforceable to the full extent permitted by law.

          IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement
and affixed their hands and seals the day and year first above written.

U.S. Wireless Corporation


By: /s/ Dr. Oliver Hilsenrath
        Dr. Oliver Hilsenrath
        Chief Executive Officer

        Spencer Corporation


         /s/ Spencer Corporation
         Spencer Corporation






<PAGE>










                                  Exhibit 10.83

                    Consulting Agreement with Ryburn Limited





<PAGE>









                              CONSULTING AGREEMENT

     Agreement  dated as of the 1st day of January,  1997, by and between Ryburn
Limited,  a British  Virgin Islands  corporation,  with  administrative  offices
located at P.O. Box 316, Jardine House, 1 Wesley Street, St. Heiler,  Jersey JE4
8UD Channel Islands  (referred to herein as the  "Consultant") and U.S. Wireless
Corporation,  a  Delaware  corporation,  with its  principal  executive  offices
located at 2694 Bishop Drive, San Ramon California 94583 (the "Corporation").

                              W I T N E S S E T H :

     WHEREAS,  the  Corporation  engaged the  Consultant  as of June 30, 1996 to
perform  services  for  the  Corporation  in  connection  with  structuring  and
providing  the  financing  for  the   acquisition  of  Labyrinth   Communication
Technologies  Group,  Inc.  and  Mantra  Technologies,  Inc.  (collectively  the
"Subsidiaries"); and

     WHEREAS,  this  agreement  provides  for  the  continuation  of  consulting
services and puts into writing the terms and conditions as of June 30, 1996; and

     WHEREAS,  the Consultant's  commenced providing services to the Corporation
on a priority  basis,  and  whereby  the  Corporation  desires to  continue  its
engagement of Consultant; and

     WHEREAS,   Consultant's  services  include  making  introductions  for  the
Corporation,  and its  subsidiaries to facilitate  relationships  with potential
customers and initiating strategic alliances; and

     WHEREAS,  as compensation for the services rendered the Consultant has been
granted an option,  dated as of the date of its  commencement of services to the
Corporation,  to purchase 1,000,000 shares of the Corporation's  Common stock at
$2.00 per share,  exerciseable  for a period of five years from the date hereof;
and

     WHEREAS,  the  Corporation  agrees to retain the  Consultant and Consultant
agrees to be  retained by the  Corporation  under the terms and  conditions  set
forth below.

         Based upon the foregoing, the parties agree as follows:

         1.       Appointment.

                  For the term of this Agreement, the Corporation hereby retains
Consultant  as an  independent  consultant  and  Consultant  hereby  accept such
retention.  The consulting  arrangement referred to herein is on a non-exclusive
basis subject to Paragraph 3.






<PAGE>



2.       Term of Agreement.

                  The term of this Agreement shall commence as of the date first
written  above  and  shall  remain  in force  for a period  of three  (3)  years
therefrom.  This Agreement may be terminated by mutual consent of the Consultant
and the Corporation.

         3.       Service.

                  During the Term hereof,  Consultant  shall render  services in
introducing   the   Subsidiaries   to  potential   customer   and   facilitating
relationships  with such  companies,  initiating  strategic  alliances and joint
ventures,  as well as providing  investment and business consulting and advisory
services to the Corporation,  inclusive of the location, evaluation, structuring
and financing of business activities. Consultant shall provide these services to
the Corporation and its  Subsidiaries  during the Term of this Agreement.  It is
specifically  understood  that Consultant is not required to expend any specific
number of hours in connection with such services.

         4.       Compensation.

                  For  services  hereunder,   the  Corporation  shall  grant  to
Consultant an option to purchase shares of the Corporation's Common Stock, $.001
par value per share, at $2.00 per share, upon to the following conditions, which
are subject to the terms and conditions of an option  agreement,  annexed hereto
and made a part hereof as Appendix A:

     a. Consultant  shall be granted an option to purchase up to an aggregate of
1,000,000 shares of the  Corporation's  common stock,  which shall be vested and
exercisable as of the date hereof.

     b. The  options  shall be  exercisable  for a period of five years from the
date hereof. The options are not intended to qualify as incentive stock options.

     c. The options  provided for herein are not  transferable by Consultant and
shall be  exercisable  only by  Consultant,  or by his legal  representative  or
executor.

         5.       Relationship.

                  Consultant  shall  be an  independent  contractor  and  not an
employee  of the  Corporation.  The  Corporation  shall  not be  responsible  to
reimburse  the  Consultant  for any  fees,  costs or  expenses  incurred  in the
performance of his consulting  services except as set forth in Paragraph 7. This
Agreement  shall  not  be  construed  to  create  between  the  Corporation  and
Consultant  the  relationship  of  principal,   employer  and  employee,   joint
venturers,  copartners or any other similar relationship, the existence of which
is hereby expressly denied by the Corporation and the Consultant.  Consultant is
not an agent for the Corporation, except as described herein and the Corporation
is not an agent for the Consultant for any purpose





<PAGE>



whatsoever;  and each such party has no right or  authority  to assume or create
any  obligations,  express or implied,  on behalf of or in the name of the other
party.

         6.       Non-disclosure; Disclosure of Potential Conflicts.

                  a. The  Consultant  shall not, at any time during or after the
termination  of this  agreement  except  when  acting  on behalf of and with the
authorization  of the  Corporation,  make  use  of or  disclose  to any  person,
corporation,  or other entity, for any purpose  whatsoever,  any trade secret or
other confidential information concerning the Corporation's business,  finances,
proposed and current services and pricing,  and any information  relating to the
Corporation's   business   (collectively   referred   to  as  the   "Proprietary
Information").   For  the  purposes  of  this   Agreement,   trade  secrets  and
confidential  information shall mean information  disclosed to the Consultant or
known  by him  as a  consequence  of his  engagement  by  the  Corporation  as a
consultant,  whether or not pursuant to this Agreement,  and not generally known
in  the  industry,   concerning  the  Corporation's  Intellectual  Property  (as
hereinafter  defined),  business,   finances,  methods,  operations,   marketing
information,  pricing and  information  relating to  proposed  expansion  of the
Corporation or the  Corporation's  business plans.  The Consultant  acknowledges
that such Proprietary  Information,  as may exist from time to time, is valuable
and  unique  assets  of  the  Corporation,  and  that  disclosure  of  any  such
information would cause substantial injury to the Corporation.  The foregoing is
intended to be confirmatory of the common laws of the states of California,  and
Delaware relating to trade secrets and confidential  information.  "Intellectual
Property"  means (a) all  inventions  (whether  patentable or  unpatentable  and
whether or not reduced to practice),  all improvements thereto, and all patents,
patent  applications,  and patent  disclosures,  together with all re-issuances,
continuations, continuations- in-part, revisions, extensions, and reexaminations
thereof, (b) all trademarks, service marks, trade dress, logos, trade names, and
corporate names, together with all translations,  adaptations,  derivations, and
combinations  thereof and including all goodwill associated  therewith,  and all
applications,  registrations,  and  renewals in  connection  therewith,  (c) all
copyrightable works, all copyrights,  and all applications,  registrations,  and
renewals  in  connection  therewith,  (d) all mask  works and all  applications,
registrations,  and renewals in connection therewith,  (e) all trade secrets and
confidential  business information  (including ideas,  research and development,
know-how,  formulas,  compositions,  manufacturing and production  processes and
techniques,  technical data,  designs,  drawings,  specifications,  customer and
supplier lists,  pricing and cost information,  and business and marketing plans
and  proposals),   (f)  all  computer  software   (including  data  and  related
documentation),  (g) all  other  proprietary  rights,  and (h)  all  copies  and
tangible embodiments thereof (in whatever form or medium).

                  b. In the event that the Consultant desires to consult with or
become engaged by any indirect or direct competitor of the Corporation, then the
consultant  shall  give the  Corporation  10 days prior  written  notice of such
pending  engagement  and upon  request  of the  Corporation  return  any and all
materials supplied by the Corporation to the Consultant together with any copies
prepared by Consultant or distributed by the Consultant, except as





<PAGE>



may be specifically exempted in writing by the Corporation.

     7.  Expenses.  During the Term,  Consultant  shall be  entitled  to receive
reimbursement  for business  expenses  incurred by him (in  accordance  with the
Corporation's  policies and procedures from time to time adopted by the Board of
Directors of the Corporation) in performing  services  hereunder,  provided that
Consultant  properly  accounts  therefor  in  accordance  with such  policy  and
procedures and provided that such expenses have been specifically  approved,  in
advance, in writing by the Corporation.

     8. Trading of the Corporation's  Securities.  Consultant represents that he
shall comply with all federal, state and local securities laws and have prepared
and filed with the  appropriate  agencies all  required  filings in a timely and
efficient  manner.   Consultant  further  agrees  to  abide  by  the  rules  and
regulations of the Parent annexed hereto as Appendix B.

     9. No  Waiver.  No delay or  omission  on the  part of the  Corporation  in
exercising any right hereunder shall operate as a waiver of such right or of any
other right of the Corporation,  nor shall any delay,  omission or waiver on any
one  occasion be deemed a bar to or waiver of the same or any other right on any
future occasion.

     10.  Assignability.  This  agreement is not  assignable by the  Corporation
without the prior  written  consent of the  Consultant.  This  Agreement  is not
assignable  by  the  Consultant  without  the  express  written  consent  of the
Corporation.  Notwithstanding  the  foregoing,  this  Agreement  shall  bind any
successor or assign of either party.

     11.  Entire  Agreement.  This  Agreement  sets forth the  entire  agreement
between the parties with respect to the subject matter hereof,  superseding  all
prior  understandings and agreements whether written or oral. This Agreement may
not be  amended,  revised  or  terminated  except  by a  writing  signed by both
parties.

     12.  Default.  In the event that either  party shall fail to conform to the
terms of this  Agreement,  the other party shall reimburse the damaged party for
any expenses,  including  reasonable  attorney's  fees, which may be incurred by
such party in attempting to collect any  obligation,  or to enforce  obligations
under this Agreement.

     13.  Governing  Law,  etc. This  Agreement  and all rights and  obligations
hereunder, including matters of construction, validity and performance, shall be
governed by the laws of the State of Delaware  applicable to contracts  made and
performed  entirely within the State of Delaware  without regard to conflicts of
laws rules applied in the State of California.

     14.  Notices.  All  notices,  requests,  demands  and other  communications
provided  for by this  Agreement  shall be in  writing  and shall be  personally
delivered or sent by certified or registered mail postage and fees prepaid or by
overnight  courier,  to the other party at the address mentioned in the preamble
of this Agreement. Any party may designate a different





<PAGE>



address  for the  purpose of the service of notice  hereunder  by giving  notice
thereof in accordance with the provisions of this Paragraph 14.

     16. Captions.  Captions herein have been inserted solely for convenience of
reference and in no way define,  limit or describe the scope or substance of any
provision of this Agreement.

     17.  Severability.  The  provisions of this  Agreement are  severable,  and
invalidity of any provision shall not affect the validity of any other provision
unless the invalidity  impairs materially the benefits of the contract to either
party. In the even that any court of competent jurisdiction shall determine that
any provision of this Agreement or the application  thereof is  unenforceable in
whole or in part because of the duration and scope  thereof,  the parties hereto
agree  that said  court in making  such  determination  shall  have the power to
reduce the duration and scope of such provision to the extent  necessary to make
it  enforceable,  and that the  Agreement in its reduced form shall be valid and
enforceable to the full extent permitted by law.

     IN WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement and
affixed their hands and seals the day and year first above written.

U.S. Wireless Corporation


By:  /s/ Dr. Oliver Hilsenrath
     Dr. Oliver Hilsenrath
     Chief Executive Officer

Ryburn Limited


By: /s/ Ryburn Limited
Ryburn Limited




<PAGE>










                                  Exhibit 10.84

                   Consulting Agreement with Crossgar Limited




<PAGE>










                              CONSULTING AGREEMENT

                  Agreement  dated as of the 1st day of  January,  1997,  by and
between  Crossgar   Limited,   a  British  Virgin  Islands   corporation,   with
administrative  offices located at P.O. Box 316, Jardine House, 1 Wesley Street,
St.  Heiler,  Jersey  JE4  8UD  Channel  Islands  (referred  to  herein  as  the
"Consultant") and U.S. Wireless Corporation,  a Delaware  corporation,  with its
principal  executive  offices located at 2694 Bishop Drive, San Ramon California
94583 (the "Corporation").

                              W I T N E S S E T H :

     WHEREAS,  the  Corporation  engaged the  Consultant  as of June 30, 1996 to
perform  services  for  the  Corporation  in  connection  with  structuring  and
providing  the  financing  for  the   acquisition  of  Labyrinth   Communication
Technologies  Group,  Inc.  and  Mantra  Technologies,  Inc.  (collectively  the
"Subsidiaries"); and

     WHEREAS,  this  agreement  provides  for  the  continuation  of  consulting
services and puts into writing the terms and conditions as of June 30, 1996; and

     WHEREAS,  the Consultant's  commenced providing services to the Corporation
on a priority  basis,  and  whereby  the  Corporation  desires to  continue  its
engagement of Consultant; and

     WHEREAS,   Consultant's  services  include  making  introductions  for  the
Corporation,  and its  subsidiaries to facilitate  relationships  with potential
customers and initiating strategic alliances; and

     WHEREAS,  as compensation for the services rendered the Consultant has been
granted an option,  dated as of the date of its  commencement of services to the
Corporation,  to purchase  200,000 shares of the  Corporation's  Common stock at
$2.00 per share,  exerciseable  for a period of five years from the date hereof;
and

     WHEREAS,  the  Corporation  agrees to retain the  Consultant and Consultant
agrees to be  retained by the  Corporation  under the terms and  conditions  set
forth below.

         Based upon the foregoing, the parties agree as follows:




<PAGE>









1.       Appointment.

                  For the term of this Agreement, the Corporation hereby retains
Consultant  as an  independent  consultant  and  Consultant  hereby  accept such
retention.  The consulting  arrangement referred to herein is on a non-exclusive
basis subject to Paragraph 3.

         2.       Term of Agreement.

                  The term of this Agreement shall commence as of the date first
written  above  and  shall  remain  in force  for a period  of three  (3)  years
therefrom.  This Agreement may be terminated by mutual consent of the Consultant
and the Corporation.

         3.       Service.

                  During the Term hereof,  Consultant  shall render  services in
introducing   the   Subsidiaries   to  potential   customer   and   facilitating
relationships  with such  companies,  initiating  strategic  alliances and joint
ventures,  as well as providing  investment and business consulting and advisory
services to the Corporation,  inclusive of the location, evaluation, structuring
and financing of business activities. Consultant shall provide these services to
the Corporation and its  Subsidiaries  during the Term of this Agreement.  It is
specifically  understood  that Consultant is not required to expend any specific
number of hours in connection with such services.

         4.       Compensation.

                  For  services  hereunder,   the  Corporation  shall  grant  to
Consultant an option to purchase shares of the Corporation's Common Stock, $.001
par value per share, at $2.00 per share, upon to the following conditions, which
are subject to the terms and conditions of an option  agreement,  annexed hereto
and made a part hereof as Appendix A:

     a. Consultant  shall be granted an option to purchase up to an aggregate of
200,000  shares of the  Corporation's  common  stock,  which shall be vested and
exercisable as of the date hereof.

     b. The  options  shall be  exercisable  for a period of five years from the
date hereof. The options are not intended to qualify as incentive stock options.

     c. The options  provided for herein are not  transferable by Consultant and
shall be  exercisable  only by  Consultant,  or by his legal  representative  or
executor.

         5.       Relationship.

     Consultant  shall be an  independent  contractor and not an employee of the
Corporation.   The  Corporation  shall  not  be  responsible  to  reimburse  the
Consultant for any





<PAGE>



fees, costs or expenses  incurred in the performance of his consulting  services
except as set forth in  Paragraph  7. This  Agreement  shall not be construed to
create between the  Corporation  and Consultant the  relationship  of principal,
employer  and  employee,  joint  venturers,  copartners  or  any  other  similar
relationship,  the  existence  of  which  is  hereby  expressly  denied  by  the
Corporation and the Consultant.  Consultant is not an agent for the Corporation,
except  as  described  herein  and  the  Corporation  is not an  agent  for  the
Consultant  for any  purpose  whatsoever;  and each  such  party has no right or
authority to assume or create any obligations,  express or implied, on behalf of
or in the name of the other party.

         6.       Non-disclosure; Disclosure of Potential Conflicts.

                  a. The  Consultant  shall not, at any time during or after the
termination  of this  agreement  except  when  acting  on behalf of and with the
authorization  of the  Corporation,  make  use  of or  disclose  to any  person,
corporation,  or other entity, for any purpose  whatsoever,  any trade secret or
other confidential information concerning the Corporation's business,  finances,
proposed and current services and pricing,  and any information  relating to the
Corporation's   business   (collectively   referred   to  as  the   "Proprietary
Information").   For  the  purposes  of  this   Agreement,   trade  secrets  and
confidential  information shall mean information  disclosed to the Consultant or
known  by him  as a  consequence  of his  engagement  by  the  Corporation  as a
consultant,  whether or not pursuant to this Agreement,  and not generally known
in  the  industry,   concerning  the  Corporation's  Intellectual  Property  (as
hereinafter  defined),  business,   finances,  methods,  operations,   marketing
information,  pricing and  information  relating to  proposed  expansion  of the
Corporation or the  Corporation's  business plans.  The Consultant  acknowledges
that such Proprietary  Information,  as may exist from time to time, is valuable
and  unique  assets  of  the  Corporation,  and  that  disclosure  of  any  such
information would cause substantial injury to the Corporation.  The foregoing is
intended to be confirmatory of the common laws of the states of California,  and
Delaware relating to trade secrets and confidential  information.  "Intellectual
Property"  means (a) all  inventions  (whether  patentable or  unpatentable  and
whether or not reduced to practice),  all improvements thereto, and all patents,
patent  applications,  and patent  disclosures,  together with all re-issuances,
continuations, continuations- in-part, revisions, extensions, and reexaminations
thereof, (b) all trademarks, service marks, trade dress, logos, trade names, and
corporate names, together with all translations,  adaptations,  derivations, and
combinations  thereof and including all goodwill associated  therewith,  and all
applications,  registrations,  and  renewals in  connection  therewith,  (c) all
copyrightable works, all copyrights,  and all applications,  registrations,  and
renewals  in  connection  therewith,  (d) all mask  works and all  applications,
registrations,  and renewals in connection therewith,  (e) all trade secrets and
confidential  business information  (including ideas,  research and development,
know-how,  formulas,  compositions,  manufacturing and production  processes and
techniques,  technical data,  designs,  drawings,  specifications,  customer and
supplier lists,  pricing and cost information,  and business and marketing plans
and  proposals),   (f)  all  computer  software   (including  data  and  related
documentation),  (g) all  other  proprietary  rights,  and (h)  all  copies  and
tangible embodiments thereof (in whatever form or medium).





<PAGE>




                  b. In the event that the Consultant desires to consult with or
become engaged by any indirect or direct competitor of the Corporation, then the
consultant  shall  give the  Corporation  10 days prior  written  notice of such
pending  engagement  and upon  request  of the  Corporation  return  any and all
materials supplied by the Corporation to the Consultant together with any copies
prepared  by  Consultant  or  distributed  by the  Consultant,  except as may be
specifically exempted in writing by the Corporation.

     7.  Expenses.  During the Term,  Consultant  shall be  entitled  to receive
reimbursement  for business  expenses  incurred by him (in  accordance  with the
Corporation's  policies and procedures from time to time adopted by the Board of
Directors of the Corporation) in performing  services  hereunder,  provided that
Consultant  properly  accounts  therefor  in  accordance  with such  policy  and
procedures and provided that such expenses have been specifically  approved,  in
advance, in writing by the Corporation.

     8. Trading of the Corporation's  Securities.  Consultant represents that he
shall comply with all federal, state and local securities laws and have prepared
and filed with the  appropriate  agencies all  required  filings in a timely and
efficient  manner.   Consultant  further  agrees  to  abide  by  the  rules  and
regulations of the Parent annexed hereto as Appendix B.

     9. No  Waiver.  No delay or  omission  on the  part of the  Corporation  in
exercising any right hereunder shall operate as a waiver of such right or of any
other right of the Corporation,  nor shall any delay,  omission or waiver on any
one  occasion be deemed a bar to or waiver of the same or any other right on any
future occasion.

     10.  Assignability.  This  agreement is not  assignable by the  Corporation
without the prior  written  consent of the  Consultant.  This  Agreement  is not
assignable  by  the  Consultant  without  the  express  written  consent  of the
Corporation.  Notwithstanding  the  foregoing,  this  Agreement  shall  bind any
successor or assign of either party.

     11.  Entire  Agreement.  This  Agreement  sets forth the  entire  agreement
between the parties with respect to the subject matter hereof,  superseding  all
prior  understandings and agreements whether written or oral. This Agreement may
not be  amended,  revised  or  terminated  except  by a  writing  signed by both
parties.

     12.  Default.  In the event that either  party shall fail to conform to the
terms of this  Agreement,  the other party shall reimburse the damaged party for
any expenses,  including  reasonable  attorney's  fees, which may be incurred by
such party in attempting to collect any  obligation,  or to enforce  obligations
under this Agreement.

     13.  Governing  Law,  etc. This  Agreement  and all rights and  obligations
hereunder, including matters of construction, validity and performance, shall be
governed by the laws of the State of Delaware  applicable to contracts  made and
performed entirely within the State of





<PAGE>



Delaware  without  regard to  conflicts  of laws  rules  applied in the State of
California.

     14.  Notices.  All  notices,  requests,  demands  and other  communications
provided  for by this  Agreement  shall be in  writing  and shall be  personally
delivered or sent by certified or registered mail postage and fees prepaid or by
overnight  courier,  to the other party at the address mentioned in the preamble
of this Agreement.  Any party may designate a different  address for the purpose
of the service of notice  hereunder by giving notice thereof in accordance  with
the provisions of this Paragraph 14.

     15. Captions.  Captions herein have been inserted solely for convenience of
reference and in no way define,  limit or describe the scope or substance of any
provision of this Agreement.

     16.  Severability.  The  provisions of this  Agreement are  severable,  and
invalidity of any provision shall not affect the validity of any other provision
unless the invalidity  impairs materially the benefits of the contract to either
party. In the even that any court of competent jurisdiction shall determine that
any provision of this Agreement or the application  thereof is  unenforceable in
whole or in part because of the duration and scope  thereof,  the parties hereto
agree  that said  court in making  such  determination  shall  have the power to
reduce the duration and scope of such provision to the extent  necessary to make
it  enforceable,  and that the  Agreement in its reduced form shall be valid and
enforceable to the full extent permitted by law.

          IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement
and affixed their hands and seals the day and year first above written.

U.S. Wireless Corporation


By: /s/ Dr. Oliver Hilsenrath
Dr. Oliver Hilsenrath
Chief Executive Officer

Crossgar Limited


By: /s/ Crossgar Limited
Crossgar Limited





<PAGE>











                                  Exhibit 10.85

             Consulting Agreement with Pelican Investments Limited.




<PAGE>









                         FINANCIAL CONSULTING AGREEMENT

         AGREEMENT  dated  as of  October  1,  1996  by  and  between  Labyrinth
Communications  Technologies  Group,  Inc.,  a  Delaware  corporation,   with  a
principal  business  office at 2694  Bishop  Drive,  San  Ramon,  CA 94583  (the
"Company") and Pelican Securities & Investments,  Ltd. with a principal business
office  at Top  Tower,  50  Dizengoff  Street,  Tel  Aviv,  64332,  Israel  (the
"Consultant").

                                   WITNESSETH

     WHEREAS, the Company desires to engage the services of the Consultant so as
to benefit from its  knowledge  and skill to consult with and advise the Company
concerning  investments in the securities  markets,  financial  transactions and
other management issues and the Consultant desires to render such services;

     NOW,  THEREFORE,  the parties hereto,  desiring legally to be bound, hereby
agree as follows:

     1.  Engagement.  The Company hereby engages the Consultant  pursuant to the
terms and  conditions  of this  Agreement  effective as of the date  hereof,  to
consult  with  and  advise  the  Company  with  respect  to  investments  in the
securities markets and financial  transactions,  including,  without limitation,
the  identification of and negotiations with other businesses for the purpose of
entering  into joint  ventures  or  strategic  alliances,  analysis  of relevant
markets and sectors and their future development and directions, the performance
of due diligence  investigations on potential  investment  vehicles,  assistance
with marketing efforts and negotiations,  the identification of and negotiations
with potential  investors in the Company and such other issues as further agreed
to by the  parties  from  time to  time.  The  Consultant  hereby  accepts  such
engagement upon such terms and conditions.

     2. Term.  The term of the  Consultant's  engagement  pursuant  to Section 1
hereof  shall  commence  on the date  hereof  and shall  continue  for 10 months
thereafter.

     3. Extent of Services.

     3.1 Extent of Services. The Company hereby acknowledges that the Consultant
is a professional consulting business. As such, the Consultant shall devote such
time and attention to the consulting services to be performed by it hereunder as
shall, in the Consultant's  discretion,  be necessary to fulfill its obligations
to the Company,  but the parties agree the  Consultant  shall not be required to
devote its full time and attention to such activities.

     3.2  Delegation to  Affiliates.  The Company  hereby  acknowledges  that in
performing its  obligations  pursuant to this  Agreement,  the Consultant at its
discretion will delegate all or part of such  performance to Pelican  Consulting
USA,  Inc.,  a New York  corporation,  which is the  Consultant's  wholly  owned
subsidiary.

     4. Participation in Investments.  It is expressly  understood and agreed by
the  parties  that the Company  may accept or reject,  in its sole and  absolute
discretion, any or all actions proposed by the Consultant without any obligation
or liability to the Consultant or any other person,  firm or entity with respect
thereto. The Company expressly  understands and agrees that it bears all risk of
gain or loss resulting from services rendered by the Consultant pursuant to this
Agreement.

     5. Compensation and Other Expenses.

     5.1  Compensation.  As full compensation for all services to be rendered by
the  Consultant  pursuant to this Agreement and for the covenants and agreements
of the Consultant contained herein, the Company shall pay the Consultant $10,000
per month. Such  compensation  shall be paid if full within 10 days of the first
day of each month.





<PAGE>




     5.2 Expenses. All Expenses incurred by the Consultant in the performance of
its obligations hereunder shall be borne by the Consultant except only those for
which  the  Company  specifically  agrees  by  separate  written  instrument  to
reimburse the Consultant, and then only as specified in such instrument.

     6.  Relationship  of the Parties.  The  Consultant's  relationships  to the
Company  pursuant to this Agreement  shall be that of an independent  consultant
and contractor, and not as an employee or agent. The Consultant may not make any
commitments for, or bind or purport to bind or represent,  the Company or any of
its  affiliates  in any  manner  either as its  employee,  agent or in any other
capacity.  Except as expressly stated herein,  the Consultant is not entitled to
any  compensation,  benefit  or right in respect  of its  relationship  with the
Affiliates (or any of the them) or otherwise.

     7. Miscellaneous.

     7.1  Notices.  Any and all  notices,  consents,  claims,  requests or other
communications  required or permitted to be given under any of the provisions of
this  Agreement  shall be in writing and shall be deemed to have been duly given
on the earlier of the date (I) actually  received and acknowledged or (ii) three
days after mailing by certified or registered  mail , return receipt  requested,
postage prepaid, and addressed as follows (or to such other address as any party
may specify by notice to all other parties given as aforesaid):

     1 If to the Consultant to it at:

     Top Tower 50 Dizengoff Street Tel Aviv 64332, Israel Attn: Mr. Haim Haruvi

     1 If to the Company, to it at:

     2694  Bishop  Drive,  Suite  213 San  Ramon,  CA  94583  Attn:  Dr.  Oliver
Hilsenrath

     7.2   Confidentiality.   In  consideration  of,  among  other  things,  the
compensation  to be  paid  to the  Consultant  hereunder,  the  Consultant,  its
subsidiaries  and  affiliates,  shall  not,  at any  time  during  or  following
expiration or termination of this Agreement,  directly or indirectly disclose or
furnish to any person not entitled to receive the same for the immediate benefit
of the Company or its affiliates any trade secrets or  confidential  information
including,   without  limitation,   information  as  to  the  business  methods,
operations and affairs of the Company or its affiliates, the names, addresses or
requirements  of any of its  customers  and  suppliers,  or the credit and other
terms extended by and to the Company or its affiliates.

     7.3. Merger;  Amendments.  All prior  understandings  and agreements of the
parties and their  affiliates  relating to the subject  matter  hereof have been
merged into this  Agreement.  This  Agreement  may not be  modified,  amended or
terminated  except  by  a  written  agreement  specifically  referring  to  this
Agreement signed by all of the parties hereto.

     7.4 No Waiver.  No waiver by the Company of any breach by the Consultant or
any  provision  or condition  of this  Agreement by it to be performed  shall be
reconsidered valid unless in writing and signed by the party giving such waiver,
and no such waiver shall be deemed a waiver of any contemporaneous or subsequent
breach of the same or similar nature.






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     7.5 Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the corporate  party hereto,  its successors and assigns,  and
the individual party hereto and its heirs and personal representatives.  Subject
to  Section  ____ of this  Agreement,  a party  may not  assign  its  rights  or
obligations hereunder.

     7.6 Third Parties.  Nothing  contained in this  Agreement  shall create any
rights in or be deemed to have been executed for the benefit of any person, firm
or corporation that is not a party hereto.

     7.7 Severability. Any provision of this Agreement that may be prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining  provisions  thereof.  Any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction. To the extent permitted by law, the parties hereby waive any
provision of law that  renders any  provision of this  Agreement  prohibited  or
unenforceable in any respect. In addition,  in the event of any such prohibition
or unenforceability,  the parties agree that it is their intention and agreement
that  any  such  provision  which  is held or  determined  to be  prohibited  or
unenforceable, as written, in any jurisdiction shall nonetheless by in force and
binding to the  fullest  extent  permitted  by the law of such  jurisdiction  as
though such provision had been written in such a manner and to such an extent as
to be enforceable therein under the circumstances.

     7.8 Captions.  Captions used herein are for the purpose of convenience only
and shall not affect the interpretation or construction of this Agreement.

     7.9 Further  Assurances.  Each party  hereto  shall  cooperate,  shall take
further  action and shall  execute and deliver such further  documents as may be
reasonably requested by any other party in order to carry out the provisions and
purposes of this Agreement.

     7.10  Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.

     7.11  Governing  Law. This  Agreement and all  amendments  thereof shall be
governed by and construed and enforced by the courts of the State of New York in
accordance  with the laws of the State of New York  applicable to contracts made
and to be performed  therein without giving effect to the principles of conflict
of laws thereof.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.


                                          Pelican Securities & Investments, Ltd.


                                                 By:____________________________
                                                                           Name:
                                                                          Title:

                               Labyrinth Communications Technologies Group, Inc.


                                                 By:____________________________
                                                                           Name:
                                                                          Title:




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                                  Exhibit 21.01

                        List of all Company Subsidiaries



1. Labyrinth Communication Technologies Group, Inc.

2. Mantra Technologies, Inc.


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