LETTER OF CREDIT

Trinad Capital, L.P.
153 East 53 ^rd Street, 48 ^th Floor
New York, NY 10022

September 23, 2005

Robert Ellin
Chief Executive Officer
U.S. Wireless Data, Inc.
53 East 53 ^rd Street, 48 ^th Floor
New York, NY 10022

Dear Mr. Ellin:

Trinad Capital, L.P. (“Trinad”) hereby agrees to loan U.S. Wireless Data, Inc. (the “Company”) up to a principal amount of $100,000 (the “Loan”) at any time and from time to time prior to the Company’s consummation of a Next Financing (as hereinafter defined). Trinad shall make advances to the Company in such amounts as the Company shall request from time to time. The Loan shall bear interest at a simple rate per annum equal to 1% (one percent) over the prime rate of interes