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                                                                   EXHIBIT 10.54

                                                      As of October 3, 2002


TO: Purchasers of Units (each a "Lender" and collectively the "Lenders")
consisting of $6,310,000 principal amount of 15% Senior Secured Notes of World
Wireless Communications, Inc. (the "Company").

                  Re:  Amendment of Agreements

Gentlemen:

                  Reference is made to the Loan Agreement between the Lenders
and the Company dated as of May 17, 2001, as amended on August 7, 2001,
effective as of May 17, 2001 (the "Agreement"), including each note issued
pursuant thereto (individually a "Note" and collectively the "Notes"), each
warrant issued pursuant thereto (individually a "Warrant" and collectively the
"Warrants") and the Amended and Restated Pledge/Security Agreement related
thereto.

                  For good and valuable consideration, the adequacy and
sufficiency of which is hereby acknowledged by the Lenders, and as an additional
inducement for the Company to continue its offering of units of its Additional
2002 Notes and detachable warrants pursuant to the Confidential Private
Placement Memorandum covering such offering, the Company and each Lender agree
as follows:

                  1.   Each Note shall be amended to change the amount now
appearing in Section 3(ii) thereof to "$6,310,000" with the same force and
effect as if originally set forth therein, effective as of October 3, 2002.

                  2.   Section 1.1(a) of the Loan Agreement shall be amended to
read as follows, effective as of September 30, 2002:

                       "(a)  Simultaneously with the execution and the delivery
of this Agreement, Lancer Offshore, Inc. agrees to lend to Borrower the
aggregate sum of $2,250,000, of which (i) the sum of $1,125,000 shall be paid to
Borrower upon the execution and the delivery of this Agreement and (ii) the sum
of $1,125,000 shall be paid to Borrower on July 15, 2001, provided that Borrower
has raised the sum of $2,000,000 in equity from persons other than Michael Lauer
and his affiliates, including, without limitation, Lancer Offshore Inc., Lancer
Partners, L.P., and The Orbiter Fund Ltd.(such loan, together with any other
amounts loaned pursuant to this Agreement by any Lender from time to time,
including that specified in Section 1.1 (b) hereof, with the consent of the
parties hereto, up to a total sum of $6,310,000, shall be referred to
collectively as the "Loan"). The Loan shall be used solely by Borrower in the
operation of its business as determined by the President of Borrower, subject to
supervision thereof by Board of Directors of Borrower. As of April 25, 2002,
Lancer Offshore, Inc. loaned

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the Borrower the principal amount of $4,335,000 and, as of October 3, 2002, will
have loaned Borrower the principal amount of $5,110,000. The Loan shall be
repaid on December 31, 2002 unless it is mandatorily converted into shares of
Borrower's Common Stock before that date as provided in Section 1.5 hereof."

                  3.      Section 1.1(b) of the Loan Agreement shall be amended
to read as follows, effective as of September 30, 2002:

                  "(b)    On August 7, 2001 Lancer Partners L.P. agrees to lend
to Borrower the aggregate sum of $875,000, of which (i) the sum of $350,000
shall be paid to Borrower on August 7, 2001 and (ii) the sums of $275,000 shall
be paid to Borrower on or about September 15, 2001, (but no later than September
20, 2001), and $250,000 on or about October 15, 2001 (but no later than October
20, 2001), or such other amount mutually agreed to by the parties hereto,
provided that Borrower has raised the sum of $1,500,000 in equity from persons
other than Michael Lauer and his affiliates, including, without limitation,
Lancer Offshore Inc., Lancer Partners, L.P., and The Orbiter Fund Ltd, on or
before October 15, 2001 The Loan shall be used solely by Borrower in the
operation of its business as determined by the President of Borrower, subject to
supervision thereof by the Board of Directors of Borrower. The initial $350,000
principal amount of the Loan shall be repaid on December 31, 2002, and the
subsequent tranches of $275,000 and $250,000, or additional amounts, of the Loan
if and when made shall be repaid on December 31, 2002, unless such amounts are
mandatorily converted into shares of Borrower's Common Stock before that date as
provided in Section 1.5 hereof. As of September 30, 2002, Lancer Partners L.P.
loaned the Borrower the principal amount of $1,200,000."

                  4.      Section 1.5 of the Loan Agreement shall be amended to
read as follows, effective as of October 3, 2002:

                  " (a) Notwithstanding anything contained in this Agreement to
the contrary, the Loan shall be mandatorily converted into shares of the Common
Stock of Borrower at the rate of one share per each $0.05 principal amount of
debt, including interest (subject to adjustment for stock dividends, stock
splits and reverse stock splits, if any) immediately upon (i) the approval of
such conversion by Borrower's shareholders at a meeting of shareholders held for
such purpose (among other purposes) and (ii) Borrower's receipt of $6,310,000 in
equity from persons other than Michael Lauer and his affiliates, including,
without limitation, Lancer Offshore, Inc., Lancer Partners L.P. and The Orbiter
Fund Ltd., on or before December 31, 2002."

                  5.      The First Whereas clause of the Amended and Restated
Pledge/Security Agreement shall be amended to read as follows, effective as of
April 25, 2002:

                  "WHEREAS, Pledgor wishes to raise a minimum of $1,125,000 and
such additional amounts as Pledgee and Pledgor agree to from time to time
through a sale of the units consisting of the Senior Secured Notes and warrants
to purchase common stock of the Company (the "Units") pursuant to the
Confidential Private Placement Memorandum dated May 17, 2001, as amended (the
"Memorandum");"

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                  6.   Section 1.2 of the Amended and Restated Pledge/Security
Agreement shall be amended to read as follows, effective as of April 25, 2002:

                  "Section 1.2  Obligations Secured. The obligations secured
hereby are the obligations of Pledgor to Pledgee under the Notes sold by Pledgor
to Pledgee pursuant to the Memorandum, in the principal amount thereof
outstanding from time to time, up to a such maximum amount thereunder as
mutually agreed by Pledgor and Pledgee from time to time, and any additional
amounts payable by or chargeable to Pledgor thereunder or hereunder (the
"Obligations")."

                  7.   Section 7.3 of the Amended and Restated Pledge/Security
Agreement shall be amended to read as follows, effective as of November 14,
2001:

                  "Section 7.3  Securities Issuance. Pledgor shall not issue any
of its stock for less than $0.05 per share, nor shall Pledgor issue any note,
warrant, debenture or other security which may convert or be exercised to
acquire Pledgor's stock for less than $0.05 per share, except in the case of
securities issued pursuant to the Memorandum or unless the antidilution clause
contained in the Loan Instruments is applicable."

                  8.   Section 8.6 of the Amended and Restated Pledge/Security
Agreement shall be amended to read as follows, as of August 7, 2001, effective
as of May 17, 2001:

                  "Section 8.6  Applicable Law; Jurisdiction. This Agreement and
the rights of the parties hereunder shall be governed by and construed in
accordance with the laws of the State of Colorado, without regard to its
conflicts of law principles. Pledgee and Pledgor hereto (i) agree that any legal
suit, action or proceeding arising out of or relating to this Agreement shall be
instituted only in a federal or state court in Denver, Colorado, (ii) waive any
objection which they may now or hereafter have to the laying of the venue of any
such suit, action or proceeding, and (iii) irrevocably submit to the
jurisdiction of any federal or state court in Denver, Colorado, in any such
suit, action or proceeding, but such consent shall not constitute a general
appearance or be available to any other person who is not a party to this
Agreement. Pledgee and Pledgor hereto agree that the mailing of any process in
any suit, action or proceeding in accordance with the notice provisions of this
Agreement shall constitute personal service thereof."

                  9.   Section 8.7 of the Amended and Restated Pledge/Security
Agreement shall be amended to read as follows, effective as of October 3, 2002:

                  "Section 8.10 Rights to Participate in Board Meetings. Pledgee
in its capacity as Pledgee shall have the right to send an observer to attend or
participate in any and all meetings of the Board of Directors, or committees
thereof, of Pledgor, whether held in person or by conference call. Pledgor
agrees to provide Pledgee with the same notice and information that it

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gives to its directors in connection with any such meeting to the extent
permitted by applicable law."

                  10.   As consideration for the Lenders' agreeing to a
three-month extension of the maturity dates of the Notes from September 30, 2002
until and through December 31, 2002, as reflected herein, the Borrower agreed to
issue 5,300,000 shares of its Common Stock to the Lenders to be divided pro rata
between them based on their respective share of the total loans of $6,310,000
made to the Borrower as of October 3, 2002, subject to the approval of such
issuance by the Borrower's stockholders at a meeting in accordance with
applicable American Stock Exchange rules. In the event that (i) such stockholder
approval is not obtained on or before June 30, 2003 or (ii) the Borrower fails
to issue such shares due to its fault within 30 days after the later of (A) the
receipt of stockholder approval or (B) the receipt of approval of the amended
American Stock Exchange listing application covering, among other things, the
5,300,000 shares of Common Stock issuable to the Lenders hereunder, the Borrower
agrees to pay the sum of $265,000 to the Lenders pro rata as set forth above, in
full satisfaction thereof, and such payment shall be made within 30 days after
the later to occur of such two events described in (i) or (ii) of this sentence.

                  In consideration of the foregoing, each Lender unconditionally
acknowledges that the Company is not in default under the Loan Agreement, any of
the Notes or any other agreement which is a part of the Loan Agreement.

                  Except as amended as set forth herein, the Agreement,
including, without limitation, the Amended and Restated Pledge/Security
Agreement, shall continue in full force and effect in accordance with its terms.

                  If this letter accurately sets forth our understanding, please
sign your name below and return your signed original to us immediately.

                                             Very truly yours,

                                             WORLD WIRELESS COMMUNICATIONS, INC.


                                                /s/ David D. Singer
                                             -----------------------------------
                                                    David D. Singer, President

LANCER OFFSHORE, INC.                        LANCER PARTNERS L.P.


   /s/ Michael Lauer                            /s/ Michael Lauer
-------------------------------              -----------------------------------
       Michael Lauer, Manager                       Michael Lauer, Manager

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