EXHIBIT 10.89
                              EMPLOYMENT AGREEMENT


         As of the January 1, 2000,  by and  between  Jan Klein,  residing at 18
Aspen  Way,  Morristown  New  Jersey  07960  (hereinafter  referred  to  as  the
"Employee")  and U.S.  Wireless  Corporation,  (hereinafter  referred  to as the
"Company").


                              W I T N E S S E T H:

         WHEREAS,  the Company has engaged  DaVinci  Solutions LLC  (hereinafter
referred to as  "DaVinci"),  through  which  Employee  has  provided the Company
consulting services; and

         WHEREAS,  the Company and Employee  desire that Employee  enter into an
employment  agreement with the Company  securing to the Company the  experience,
ability,  and  services  of the  Employee  as a member of the  Company's  senior
management  with the title of Vice President - Business and Market  Development;
and

         WHEREAS,  simultaneously  with the commencement of Employee as a member
of  the  Company's  management,   the  DaVinci  consulting  agreement  shall  be
terminated; and

         WHEREAS,  the  Employee  commences  his  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/or DaVinci.

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

                                    ARTICLE I
                                   EMPLOYMENT

         (A) Subject to and upon the terms and conditions of this Agreement, the
Company  hereby agrees to employ the Employee,  and the Employee  hereby accepts
such  employment  in the  capacity  as Vice  President  -  Business  and  Market
Development of U.S. Wireless Corporation. In this capacity, Employee will report
to the Chief Executive Officer of the Company.

         (B) Annexed  hereto as Appendix A is a letter  agreement by and between
the Company,  DaVinci and Employee in which (i) the consulting  agreement by and
between the Company and DaVinci dated as of May 20, 1999 is terminated as of the
date of this  Agreement  and (ii) Employee  shall cease  operations on behalf of
DaVinci,  except as specified in subarticle II(B) herein,  though Employee shall
remain a member of  DaVinci.  In  addition,  annexed  hereto as Appendix B is an
assignment  agreement by and between the Employee and DaVinci,  whereby  DaVinci
assigns to Employee the option granted by the Company to DaVinci  pursuant to an
option agreement dated May 20, 1999.
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                                   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 during the term of this Agreement.

         (B) The Employee  agrees to devote 100% of his  business  time and best
efforts  to the  performance  his  duties  for the  Company  and to render  such
services,  as  Company  shall  require.  The  Employee  shall  have the right to
continue as a member of DaVinci,  and provide  certain book keeping and advisory
services  to  DaVinci.  on a  limited  basis,  so as not to  interfere  with the
Employee's obligations and duties on behalf 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 (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) Formulation and the implementation of the Company's business
          plans and building a business  development  and  marketing  operation,
          subject to the direction of the Boards of Directors;

               (iii)  Facilitate,  establish and maintain Company  relationships
          with  clients,  strategic  partners,  suppliers  and  other  companies
          offering business opportunities.

               (iv)  Coordinate  and support the  integration  of marketing  and
          business development relationships with the operational departments of
          the Company.

         (D) Employee's  employment  shall be based in  Morristown,  New Jersey,
though  Employee  shall be required to travel often and  frequently  in order to
undertake his duties for the Company,  including at times,  and when  necessary,
working at the Company's offices located in San Ramon, California and Maryland.

         (E) Employee  represents  that he shall comply with all federal,  state
and local securities laws and shall 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.

                                   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 $135,000.00  per annum
(payable  in equal  bi-monthly  installments  or  pursuant  to such  regular pay
periods  adopted by the Company) (the "Base  Salary").  Employee's  salary shall
increase as may be determined by the board of directors.


<PAGE>
         (B) Employee may receive such other  additional  compensation as may be
determined  from time to time by the Company.  Nothing herein shall be deemed or
construed  to require the board of  directors  to award any bonus or  additional
compensation  to Employee.  Employee shall be a member of senior  management and
eligible  to receive  the forms of  compensation  received  by other  members of
management, subject to and as determined by the Company's board of directors.

         (C) 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,  if
requested,  with 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 10
days paid vacation and all company paid holidays. 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.

                                    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.


<PAGE>
                                   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 VIII 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 direct
competition with that of the Company The term direct  competition shall mean any
company which is developing, selling or operating wireless location systems, the
purpose of which is to establish the geographic  location of a wireless phone or
signal for a service or application.

         (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 this  agreement  shall not  thereby be  terminated  but shall be
deemed amended to delete there from such provision or portion  adjudicated to be
invalid or unenforceable or in the alternative such judicially  substituted term
may be substituted therefore.

         (C) Employee agrees that during the term of this Restrictive  Covenant,
he will not,  directly or  indirectly,  (a) contact,  induce,  or influence  any
customers or clients, joint venture partners, employee, consultant, associate or
affiliate  of the  Company  or its  or  their  successors  with  respect  to the
Company's  proposed business or for any reason  whatsoever,  without the written
consent of the Company,  signed by two executive officers; (b) request or advise
any  customers,  clients,  joint  venture  partners,  suppliers,  manufacturers,
employees, consultants,  associates or affiliates 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 persons or corporations  the names 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;  or (d)  induce or  encourage  any
employee to terminate his relationship with the Company.

                                   ARTICLE VII
                                      TERM

         This  Agreement  shall be for a term of 3 years  commencing on the date
hereof and terminating three years thereafter, unless sooner terminated pursuant
to the terms hereof, and renewable as provided for herein.


<PAGE>
                                  ARTICLE VIII
                           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  otherwise  provided  in this  Agreement,
including the right to receive  accrued but unpaid  salary,  bonus and severance
compensation, if any.

                  (ii) Subject to the terms of this  Article  VIII 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.

                  (v) 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 a crime of moral turpitude;  (g) Employee'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)(iii),  (iv) & (v) of  this
Article VIII,  Employee's employment hereunder and all compensation and benefits
payable by the Company hereunder shall be immediately  terminated.  In addition,
all granted options shall cease vesting.

                  (ii) In the event that  Employee's  employment  is  terminated
pursuant to subarticles  (A)(i) or (ii) Employee or his estate,  as the case may
be,  shall be entitled  to receive any  payments  under any  applicable  life or
disability  insurance  plans,  if any are in effect at the time of  termination.
Such  payments,  if any,  shall be made at the time and in  accordance  with the
terms and  conditions of such plans.  All vested  options  shall  continue to be
exercisable  for a period of six months  thereafter and all  non-vested  options
shall terminate.

         (iii) In the event that the  employment  is  terminated  for any reason
except as listed in this  Article  VIII,  the  Employee  shall have the right to
receive  his salary for the period  from the date of his  termination  until the
earlier of (i) 6 months or (ii) the end of the initial term of the agreement and
any unvested  options that would have vested during the 6 month period following
the termination date.


<PAGE>
         (C) 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 control of the Company;  subject to Article XI
below.

                                   ARTICLE IX
                       PATENTS, COPYRIGHTS AND TRADEMARKS

                  Employee  acknowledges  that  all  Intellectual  Property  (as
defined herein)  developed or co-developed by the Employee during the Employee's
tenure with the Company shall be the sole and absolute  property of the Company.
Employee  agrees to facilitate and coordinate,  to the best of his ability,  the
safeguarding of all  Intellectual  Property,  which is developed or co-developed
during  Employee's  tenure  with the  Company.  Employee,  on behalf  and at the
request of the Company  shall  detail all  Intellectual  Property  developed  or
co-developed,  so that the  Company  may file the  appropriate  patents or other
filings in order to protect the Company's  ownership  rights in such properties.
Employee shall execute and deliver assignments of all rights and interest in any
Intellectual  Property  developed or co-developed  during Employee's tenure with
the  Company,  for the  Company's  records  and as needed  for  filing  with any
federal, state, city, local, or foreign government agency or authority.

                                    ARTICLE X
                                  STOCK OPTIONS

         As part of the Employee's  compensation and to induce Employee to enter
into this  Agreement the Company  hereby grants to Employee  options to purchase
125,000 shares of the Company's Common Stock,  $.01 par value,  upon and subject
to the following conditions:

         (A) The option  agreement  dated as of May 20,  1999 by and between the
Company  and DaVinci is assigned to  Employee,  in  accordance  with the annexed
assignment,  whereby,  the option (the "Option")  granted to DaVinci to purchase
100,000 shares of the Company's  Common Stock shall be assigned and  transferred
to Employee subject to the following  amendments.  The Option Agreement shall be
amended as follows:  (i) to increase the number of shares  underlying the Option
to equal an aggregate of 125,000 shares (ii) 25,000 shares underlying the Option
shall be vested upon execution of this Agreement (iii) the balance of the shares
underlying  the Option  shall vest at the rate of 1/3 per annum,  which  vesting
period shall commence as of the date of the Option Agreement, whereby 1/3 of the
shares  underlying the balance of the option  (33,333  shares) shall vest at the
end of each year that this Agreement is in effect.  The 25,000 shares referenced
in (A)(ii)  above shall be  exercisable  at $2.75 per share and of the remaining
100,000  shares  underlying the Option 75% or 75,000 shares shall be exercisable
at $2.75 and 25% or 25,000 shares shall be exercisable at $11.20;  on a pro rata
basis.


<PAGE>
         (B) The Option provided for herein are not transferable by Employee and
shall  be  exercisable  only by  Employee,  or by his  legal  representative  or
executor, as provided under the terms of the stock option agreement, except that
the  Employee  shall be  eligible  to assign or  transfer  the right to purchase
25,000 shares  underlying the Option to DaVinci.  Such Option shall terminate as
provided  under the  terms of the stock  option  agreement.  Employee  agrees to
indemnify the Company against any claims by DaVinci,  or any officer,  director,
employee  or  affiliate,  for any  rights  under  the  above  referenced  option
agreement  claimed  against the Company by DaVinci due to the  assignment of the
Option to the Employee.

                                   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).

         (A) 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 a
two-year  period;  (ii) the  termination of the Employee's  employment  with the
Company  based  on  death,  Disability  (as  defined  in  subarticle  XI(C)(b)),
Retirement  (as  defined  in  Subarticle  XI(C)(c))  or  Cause  (as  defined  in
Subarticle  XI(C)(d)) or by the Employee  other than for Good Reason (as defined
in Subarticle XI(C)(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.

         (B) Change in  Control.  No  compensation  shall be payable  under this
Article XI unless and until (i) there shall have been a Change in Control of the
Company  while the  Employee  is still an  employee  of the Company and (ii) the
Employee's  employment by the Company  thereafter  shall have been terminated in
accordance with Subarticle  XI(C).  For purposes of this Agreement,  a Change in
Control of the  Company  shall be deemed to have  occurred if (a) 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 (b) the  stockholders of the Company  approved
any plan or proposal for the liquidation or dissolution of the Company.


<PAGE>
         (C) Termination.
             -----------

                  (i) Termination  Following  Change in Control.  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 Subarticle  XI(D) upon the subsequent  termination of the Employee's
employment  with the  Company by the  Employee  in  accordance  with  Subarticle
XI(C)(v) below or by the Company  unless such  termination is as a result of (a)
the Employee's  death;  (b) the Employee's  Disability (as defined in Subarticle
XI(C)(ii)  below);  (c) the  Employee's  Retirement  (as  defined in  Subarticle
XI(C)(iii) below);  (d) the Employee's  termination by the Company for Cause (as
defined in  Subarticle  XI(C)(iv)  below);  or (e) the  Employee's  decision  to
terminate  employment  other  than for Good  Reason (as  defined  in  Subarticle
XI(C)(v) below).

                  (ii) 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."

                  (iii)  Retirement.  The  term  "Retirement"  as  used  in this
Article  XI  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 Employee.

                  (iv)  Cause.  The  Company may  terminate  the  Employee's
employment  for Cause,  as defined in subarticle VIII(a)(v).

                  (v) Good Reason.  The Employee may  terminate  the  Employee's
employment for Good Reason,  upon the consummation of a Change in Control of the
Company  at any  time  within  one year of the  consuammtion  of the  Change  in
Control.  For purposes of this  Agreement  "Good  Reason"  shall mean any of the
following (without the Employee's express written consent):

                    (a) 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;

                    (b) 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  after a
               Change in Control;
<PAGE>
                    (c) 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;

                    (d) 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 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;

                    (e) 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;

                  (vi) Notice of  Termination.  Any  termination  by the Company
pursuant to  Subarticles  XI(C)(ii),  (iii) or (iv) 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.

                  (vii) Date of Termination.  "Date of  Termination"  shall mean
(a) if this  Agreement  is  terminated  by the Company  pursuant to  Subarticles
XI(C)(ii),  (iii) or (iv), 30 days after Notice of  Termination  is given to the
Employee 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 stated to be
effective.

         (D) Severance Compensation upon Termination of Employment.
             -----------------------------------------------------

                  (i) If the Company shall  terminate the Employee's  employment
other than  pursuant to  Subarticles  XI(C)(ii)(iii)  or (iv) or if the Employee
shall terminate his employment for Good Reason, then the Company shall:

                    (a) Vest all options granted by the Company to the Employee,
               whereby,  the  Employee  would be eligible to exercise all shares
               underlying  option  for  the  remainder  of the  original  option
               agreement term; and
<PAGE>
                    (b) 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 Employee.  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.

                  (ii)  In  the  event  that  the  Employee  is  terminated  for
"Disability",  as defined in Subarticle XI(C)(ii), the Company shall continue to
compensate  him and he shall  receive his Base Salary as provided  under Article
III of this Agreement for a period of 4 months  commencing from the date of such
total  disability.  The  aforesaid  obligations  of the Company shall not extend
beyond the term of this  Agreement.  The  obligation  of the Company to make the
aforesaid payments shall be modified and reduced and the Company shall receive a
credit for all  disability  insurance  payments which Employee may receive or to
which he may become  entitled;  and provided  further  that the payments  herein
provided shall not extend beyond the term of this Agreement.

   (E) No Obligation to Mitigate Damages; No Effect on Other Contractual Rights.
       ------------------------------------------------------------------------

                  (i) 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.

                  (ii)  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.

         (F)  Successor  to the  Company.  (i)  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
Employee,  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 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 Subarticle  XI(F) 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 Subarticle XI(D) hereof.


<PAGE>
                  (ii)  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.

         (G) 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  of,  or
determinations under, this Article XI, if the Company is found to in error.

                                   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 Contra Costa County,
the State of California in accordance  with the rules of a mutually  agreed upon
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 all other
circumstances.
<PAGE>
                                   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 shall be governed with resepect to its  construction and
validity in accordance with Delaware law.  Delaware law shall be applied to this
Agreement irrespective of the forum for the conflict.

                                   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.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement and
affixed their hands and seals the day and year first above written.
<PAGE>
                                                       U.S. Wireless Corporation


                                           By: _________________________________
                                               Name:
                                               Title:


                                               ---------------------------------
                                               (Employee)