<PAGE>
                                                                     EXHIBIT 4.6


         THIS CONVERTIBLE PROMISSORY NOTE AND THE SHARES ISSUABLE CONVERSION
         HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
         AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW. THE
         SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
         TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
         SAID SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE STATE
         SECURITIES LAWS OR RULES, UNLESS EXEMPTIONS FROM THE REGISTRATION
         REQUIREMENTS OF SAID LAWS ARE AVAILABLE AND SAID OFFER, SALE OR
         TRANSFER IS MADE PURSUANT TO AND IN STRICT COMPLIANCE WITH THE TERMS
         AND CONDITIONS OF SAID EXEMPTIONS.

                                 WIRELESS, INC.
                           CONVERTIBLE PROMISSORY NOTE

$1,000,000.00                                                   August 17, 1999

         Wireless, Inc., a California corporation (the "Company"), hereby
promises to pay to AMT Capital, Ltd., a Texas limited partnership or its
successors and assigns (the "Payee"), the principal sum of ONE MILLION AND
NO/100 DOLLARS ($1,000,000.00) on September 1, 2000, together with interest
accrued thereon as hereinafter provided.

         This Note is issued by the Company pursuant to the terms and provisions
of that certain Note Purchase Agreement dated as of August 17, 1999 by and
between the Company and Payee (the "Purchase Agreement"). This Note shall be
deemed to be a "Note" as that term is used in the Purchase Agreement. The
Company agrees that this Note is entitled to all of the benefits provided in the
Purchase Agreement including, without limitation, all representations,
warranties and covenants of the Company contained therein and all remedies
provided therein. Reference herein to the Purchase Agreement shall not affect or
impair the absolute and unconditional obligation of the Company to pay this Note
when due. Capitalized terms that are not defined herein shall have such meanings
as are assigned to them in the Purchase Agreement.

         The unpaid principal balance of this Note shall bear interest at a rate
equal to seventeen percent (17%) per annum. Accrued interest shall be calculated
on the basis of a 365-day year. Interest accrued hereon shall be due and payable
on the first day of each December, March, June and September, beginning December
1, 1999, until the entire unpaid principal amount of this Note is repaid to
Payee.

         Notwithstanding anything in this Note to the contrary, in the event the
Company obtains, no later than fourteen (14) days following the date hereof, the
final, full, irrevocable and unconditional waiver of all preemptive rights,
rights of first refusal, and similar rights regarding the issuance by the
Company to Payee of this Note and any and all capital stock upon the conversion
of this Note as provided herein (the "Waivers"), then thereafter (i) this Note
shall mature on September 1, 2004 instead of on September 1, 2000, and (ii) the
unpaid principal balance of this Note shall bear interest at a rate equal to ten
percent (10%) per annum.

         From and after the maturity date of this Note, any outstanding
principal of and interest on this Note shall bear interest at a rate equal to
the maximum rate allowed by applicable law.
<PAGE>


Payments under this Note shall be made by wire transfer on the date due to such
bank account that Payee shall designate to the Company in writing.

         At any time after October 31, 1999, the Company shall have the right to
prepay, upon 30 prior days written notice to Payee, a portion or all of the
unpaid principal of and accrued and unpaid interest on this Note. During such 30
day notice period, Payee shall have the right to exchange all or any portion of
the principal of and interest on this Note for shares of the Company's capital
stock in accordance with the provisions below.

         Upon the occurrence of any default or event of default under the
Purchase Agreement, Payee shall have the option of declaring the principal
balance hereof and the interest accrued hereon to be immediately due and
payable.

         Payee shall have the right to convert all or any portion of the unpaid
principal amount of and interest on this Note as follows:

         (a)  CONVERSION PROCEDURES.

                  (i) CONVERSION RIGHT. Subject to and upon compliance with the
         terms hereof, at any time after the date hereof, the holder of this
         Note may elect, by giving written notice of such election to the
         Company, to convert all or any portion of the principal amount of and
         interest on this Note into shares of fully paid and non-assessable
         shares of the class of the Company's preferred stock purchased by the
         investor(s) in the Company's arms' length equity financing, if any,
         most immediately following the date hereof (such financing being the
         "Next Financing" and such class of preferred stock being the "Preferred
         Stock"), which number of shares shall be determined by dividing such
         amount by the "Preferred Stock Conversion Price" (as determined below)
         in effect at the time of conversion. The conversion price payable for
         each share of Preferred Stock into which this Note is convertible
         shall, subject to further adjustment as provided herein, be equal to
         the lesser of (i) 125% of the per-share purchase price paid for the
         Preferred Stock in the Next Financing, or (ii) $3.75 (as applicable,
         such per share price, as adjusted, the "Preferred Stock Conversion
         Price").

                  In the event (a) an Organic Change (as defined below) occurs
         prior to the Next Financing, or (b) the Next Financing does not occur
         prior to October 31, 1999, then in either event and subject to and upon
         compliance with the terms hereof the holder of this Note may elect (at
         any time after receiving notice of the Organic Change in accordance
         with the terms hereof or at any time after October 31, 1999 if the Next
         Financing has not then occurred), by giving written notice of such
         election to the Company, to convert all or any portion of the principal
         amount of and interest on this Note into shares of fully paid and
         non-assessable shares of the Company's common stock (the "Common
         Stock"), which number of shares shall be determined by dividing such
         amount by the "Common Stock Conversion Price" (as determined below) in
         effect at the time of conversion. The conversion price payable for each
         share of Common Stock into which this Note is convertible shall,
         subject to further adjustment as provided herein, be equal to $1.25 (as
         adjusted, the "Common Stock Conversion Price," and unless otherwise
         specifically


                                       2
<PAGE>


         referenced, the Preferred Stock Conversion Price and the Common Stock
         Conversion Price are collectively referred to herein as the "Conversion
         Price").

                  If only a portion of this Note is converted to capital stock,
         the Company shall return this Note to the Holder with a notation of the
         remaining outstanding principal of this Note or, at the request of the
         Holder of this Note, shall issue and deliver to such Holder, a
         replacement convertible promissory note for the remaining outstanding
         balance hereof.

                  (ii) PREPAYMENT/CONVERSION RIGHT. In the event the Company
         notifies the Payee that the Company has elected to exercise its right
         to prepay this Note as set forth above, the Payee may elect to convert
         this Note into shares of capital stock pursuant hereto at any time
         prior to the actual tender of such payment by the Company in accordance
         with the terms hereof, and the conversion right granted to Payee
         pursuant hereto shall only terminate upon the actual tender for payment
         by the Company of the prepayment price of this Note to Payee in
         accordance with the terms hereof. In the event Payee elects to convert
         all or a portion of this Note after the Company elects to prepay this
         Note, but before payment of this Note is tendered in accordance with
         the terms hereof, the Company's prepayment right with respect to the
         amount designated to be converted shall terminate immediately upon
         Payee's notice of its election to convert, and the Note (or appropriate
         portion thereof) shall be converted into shares of capital stock in
         accordance with the terms hereof.

                  (iii) DELIVERY OF CERTIFICATES. As soon as possible after
         conversion has been effected (but in any event within five business
         days), the Company will deliver to the converting holder a certificate
         or certificates representing the number of shares of capital stock
         issuable by reason of such conversion registered in such name or names
         and such denomination or denominations as the converting holder has
         specified.

                  (iv) FURTHER ASSURANCES. The issuance of certificates for
         shares of capital stock upon conversion of this Note will be made
         without charge to the holder of this Note for any issuance tax in
         respect thereof or other cost incurred by the Company in connection
         with such conversion and the related issuance of shares of stock. Upon
         conversion of this Note, the Company will take all such actions as are
         necessary in order to ensure that the shares issuable with respect to
         such conversion will be validly issued, fully paid and nonassessable.

                  (v) BOOKS TO BE KEPT OPEN. The Company will not close its
         books against the transfer of this Note or of capital stock issued or
         issuable upon conversion of this Note in any manner which interferes
         with the timely conversion of this Note.

                  (vi) FRACTIONAL SHARES. If any fractional interest in a share
         would be deliverable upon any conversion of this Note, the Company, in
         lieu of delivering the fractional share therefor, will, pay an amount
         to the holder thereof equal to such fractional interest multiplied by
         the applicable Conversion Price as of the date of conversion.


                                       3
<PAGE>


          (b) ADJUSTMENTS TO CONVERSION PRICE AND NUMBER OF SHARES. The
     Conversion Price and the number of shares into which this
     Note is convertible shall be subject to adjustment as follows:

                  (i)  ISSUANCE OF ADDITIONAL SHARES.

                           (A) If the Company issues or sells shares of
                  Preferred Stock, or in any manner grants any warrants, options
                  or other rights (collectively, "Preferred Options") to
                  purchase shares of Preferred Stock or any other securities
                  convertible into or exchangeable for Preferred Stock
                  ("Preferred Convertible Securities"), which entitles the
                  subscriber, or the holder of such Preferred Option or
                  Preferred Convertible Security, to purchase any share of
                  Preferred Stock at less than the then current Preferred Stock
                  Conversion Price (if then applicable), then the Preferred
                  Stock Conversion Price in effect immediately prior to such
                  action by the Company shall be adjusted by being multiplied by
                  the fraction obtained:

                           by dividing

                           (X), which is the numerator obtained by adding (A)
                           the total number of issued and outstanding shares of
                           Preferred Stock immediately prior to the
                           effectiveness of such action by the Company, plus (B)
                           the number of shares of Preferred Stock that could
                           have been acquired, at the Preferred Stock Conversion
                           Price in effect immediately prior thereto, with the
                           consideration, if any, received or deemed received by
                           the Company in exchange for such action,

                           by

                           (Y), which is the denominator that equals the sum of
                           the actual total number of issued and outstanding
                           shares, plus the number of shares in a Preferred
                           Deemed Issue (defined below), of Preferred Stock
                           immediately after such effectiveness.

                           In case at any time the Company shall grant or issue
                  any Preferred Options or Preferred Convertible Securities,
                  whether or not such Preferred Options or the rights to convert
                  or exchange any such Preferred Convertible Securities are
                  immediately exercisable, and the price per share for which
                  Preferred Stock is issuable upon the exercise of such
                  Preferred Options or upon the conversion or exchange of such
                  Preferred Convertible Securities (determined by dividing (x)
                  the total amount, if any, received or receivable by the
                  Company as consideration for the issue or grant of such
                  Preferred Options and Preferred Convertible Securities, plus
                  the minimum aggregate amount of additional consideration
                  payable to the Company upon the exercise of such Preferred
                  Options and the conversion or exchange of such Preferred
                  Convertible Securities, including, in the case of any such
                  Preferred Options which relate to Preferred Convertible
                  Securities, the minimum aggregate amount of additional
                  consideration, if any, payable to the Company upon the
                  conversion or exchange of such Preferred Convertible


                                       4
<PAGE>


                  Securities, by (y) the total maximum number of shares
                  of Preferred Stock issuable upon the exercise of such
                  Preferred Options and upon the conversion or exchange of all
                  such Preferred Convertible Securities) shall be less than the
                  Preferred Stock Conversion Price in effect immediately prior
                  to the time of the granting of such Preferred Options or
                  Preferred Convertible Securities, then the total maximum
                  number of shares of Preferred Stock issuable upon the exercise
                  of such Preferred Options and upon the conversion or exchange
                  of the total maximum amount of such Preferred Convertible
                  Securities (including those issuable upon the exercise of
                  Preferred Options) shall, as of the date of granting of such
                  Preferred Options and Preferred Convertible Securities, be
                  deemed to be outstanding and to have been issued and sold for
                  such price per share (a "Preferred Deemed Issue") and the
                  provisions of this paragraph (i) shall apply accordingly.

                           (B) If the Company issues or sells shares of Common
                  Stock, or in any manner grants any warrants, options or other
                  rights (collectively, "Common Options") to purchase shares of
                  Common Stock or any other securities convertible into or
                  exchangeable for Common Stock ("Common Convertible
                  Securities"), which entitles the subscriber, or the holder of
                  such Common Option or Common Convertible Security, to purchase
                  any share of Common Stock at less than the then current Common
                  Stock Conversion Price (if then applicable), then the Common
                  Stock Conversion Price in effect immediately prior to such
                  action by the Company shall be adjusted by being multiplied by
                  the fraction obtained:

                           by dividing

                           (X), which is the numerator obtained by adding (A)
                           the total number of issued and outstanding shares of
                           Common Stock immediately prior to the effectiveness
                           of such action by the Company, plus (B) the number of
                           shares of Common Stock that could have been acquired,
                           at the Common Stock Conversion Price in effect
                           immediately prior thereto, with the consideration, if
                           any, received or deemed received by the Company in
                           exchange for such action,

                           by

                           (Y), which is the denominator that equals the sum of
                           the actual total number of issued and outstanding
                           shares, plus the number of shares in a Common Deemed
                           Issue (defined below), of Common Stock immediately
                           after such effectiveness.

                           In case at any time the Company shall grant or issue
                  any Common Options or Common Convertible Securities, whether
                  or not such Common Options or the rights to convert or
                  exchange any such Common Convertible Securities are
                  immediately exercisable, and the price per share for which
                  Common Stock is issuable upon the exercise of such Common
                  Options or upon the conversion or exchange of such Common
                  Convertible Securities (determined by dividing (x) the


                                       5
<PAGE>


                  total amount, if any, received or receivable by the
                  Company as consideration for the issue or grant of such Common
                  Options and Common Convertible Securities, plus the minimum
                  aggregate amount of additional consideration payable to the
                  Company upon the exercise of such Common Options and the
                  conversion or exchange of such Common Convertible Securities,
                  including, in the case of any such Common Options which relate
                  to Common Convertible Securities, the minimum aggregate amount
                  of additional consideration, if any, payable to the Company
                  upon the conversion or exchange of such Common Convertible
                  Securities, by (y) the total maximum number of shares of
                  Common Stock issuable upon the exercise of such Common Options
                  and upon the conversion or exchange of all such Common
                  Convertible Securities) shall be less than the Common Stock
                  Conversion Price in effect immediately prior to the time of
                  the granting of such Common Options or Common Convertible
                  Securities, then the total maximum number of shares of Common
                  Stock issuable upon the exercise of such Common Options and
                  upon the conversion or exchange of the total maximum amount of
                  such Common Convertible Securities (including those issuable
                  upon the exercise of Common Options) shall, as of the date of
                  granting of such Common Options and Common Convertible
                  Securities, be deemed to be outstanding and to have been
                  issued and sold for such price per share (a "Common Deemed
                  Issue") and the provisions of this paragraph (i) shall apply
                  accordingly.

                           Notwithstanding anything in this Note to the
                  contrary, this paragraph (b)(i)(B) shall not be applicable to
                  any of the following:

                           (1)      shares of Common Stock issued upon
                                    conversion of any of the Company's
                                    preferred stock;

                           (2)      shares of Common Stock issued to officers,
                                    directors, employees and consultants or
                                    other service providers of the Company
                                    pursuant to a stock grant, stock option plan
                                    or purchase plan or other employee stock
                                    incentive program or agreement approved by
                                    the Company's Board of Directors;

                           (3)      shares of capital stock issued or issuable
                                    in connection with a bona fide equipment
                                    lease or bank financing transaction approved
                                    by the Company's Board of Directors,
                                    including without limitation shares issued
                                    upon the exercise of warrants issued in
                                    connection with such transactions; or

                           (4)      shares of capital stock issued or issuable
                                    in connection with a merger or acquisition
                                    transaction.

                  (ii) TREATMENT OF EXPIRED OPTIONS AND UNEXERCISED CONVERTIBLE
         SECURITIES. Upon the expiration of any Preferred Option or Common
         Option or the termination of any right to convert or exchange any
         Preferred Convertible Security or Common Convertible Security without
         the exercise or conversion of any such option, convertible security or


                                       6
<PAGE>


         right, the Preferred Conversion Price or Common Conversion Price then
         in effect and the number of shares into which this Note is then
         convertible will be adjusted to the Preferred Conversion Price or
         Common Conversion Price, as applicable, and number of shares which
         would have been in effect at the time of such expiration or termination
         had such option or convertible security, to the extent outstanding
         immediately prior to such expiration or termination, never been issued.

                  (iii) TREASURY SHARES. The number of shares of capital stock
         outstanding at any given time does not include shares owned or held by
         or for the account of the Company, and the disposition of any shares so
         owned or held will be considered an issue or sale of capital stock.

                  (iv) RECORD DATE. If the Company takes a record of the holders
         of capital stock for the purpose of entitling them (A) to receive a
         dividend or other distribution payable in capital stock, options or in
         convertible securities or (B)to subscribe for or purchase capital
         stock, options or convertible securities, then such record date will be
         deemed to be the date of the issue or sale of the shares of capital
         stock deemed to have been issued or sold upon the declaration of such
         dividend or upon the making of such other distribution or the date of
         the granting of such right of subscription or purchase, as the case may
         be.

                  (v)  SUBDIVISION OR COMBINATION OF CAPITAL STOCK.

                           If the Company at any time after the date hereof
                  subdivides (by any stock split, stock dividend,
                  recapitalization or otherwise) its outstanding shares of
                  Preferred Stock into a greater number of shares, the Preferred
                  Stock Conversion Price in effect immediately prior to such
                  subdivision will be proportionately reduced and the number of
                  shares of Preferred Stock into which this Note is then
                  convertible shall be proportionately increased, and if the
                  Company at any time combines (by reverse stock split or
                  otherwise) its outstanding shares of Preferred Stock into a
                  smaller number of shares, the Preferred Stock Conversion Price
                  in effect immediately prior to such combination will be
                  proportionately increased and the number of shares of
                  Preferred Stock into which this Note is then convertible shall
                  be proportionately decreased.

                           If the Company at any time after the date hereof
                  subdivides (by any stock split, stock dividend,
                  recapitalization or otherwise) its outstanding shares of
                  Common Stock into a greater number of shares, the Common Stock
                  Conversion Price in effect immediately prior to such
                  subdivision will be proportionately reduced and the number of
                  shares of Common Stock into which this Note is then
                  convertible shall be proportionately increased, and if the
                  Company at any time combines (by reverse stock split or
                  otherwise) its outstanding shares of Common Stock into a
                  smaller number of shares, the Common Stock Conversion Price in
                  effect immediately prior to such combination will be
                  proportionately increased and the number of shares of Common
                  Stock into which this Note is then convertible shall be
                  proportionately decreased.


                                       7
<PAGE>


                  (vi) REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER
         OR SALE. Any capital reorganization, reclassification, consolidation,
         merger or sale of all or substantially all of the Company's assets to
         another person which is effected in such a way that holders of capital
         stock are entitled to receive (either directly or upon subsequent
         liquidation) stock, securities or assets with respect to or in exchange
         for capital stock is referred to herein as an "Organic Change." Prior
         to the consummation of any Organic Change, the Company will make
         appropriate provisions (in form and substance satisfactory to the
         holder of this Note) to ensure that such holder will thereafter have
         the right to acquire and receive, in lieu of or in addition to the
         shares of capital stock that immediately prior thereto are acquirable
         and receivable upon the conversion of this Note, such shares of stock,
         securities or assets as such holder would have received in connection
         with such Organic Change if such holder had fully converted this Note
         immediately prior to such Organic Change. The Company will not effect
         any such consolidation, merger or sale, unless prior to the
         consummation thereof, the successor (if other than the Company)
         resulting from consolidation or merger or the party purchasing such
         assets assumes by written instrument (in form reasonably satisfactory
         to the holder hereof), the obligation to deliver to such holder such
         shares of stock, securities or assets as, in accordance with the
         foregoing provisions, such holder may be entitled to acquire.

                  (vii) CERTAIN EVENTS. If any event occurs of the type
         contemplated by the provisions of this section (b) but not expressly
         provided for by such provisions, then the Company's Board of Directors
         will make an appropriate adjustment in the Preferred Stock Conversion
         Price or Common Stock Conversion Price, as applicable, and the number
         of shares for which this Note is convertible so as to protect the
         rights of the holder hereof; provided, that no such adjustment will
         increase such conversion price as otherwise determined pursuant hereto
         or decrease the number of shares of capital stock issuable upon
         conversion hereof.

                  (viii)  NOTICES.

                           (A) Immediately upon any adjustment of the Conversion
         Price or the number of shares for which this Note is convertible, the
         Company will give written notice thereof to the holder hereof.

                           (B) The Company will give written notice to the
         holder hereof at least 10 days prior to the date on which the Company
         closes its books or declares a record date (1) with respect to any
         dividend or distribution upon (or any subdivision, combination or other
         change in the outstanding number of shares of) any class of the
         Company's capital stock, (2) with respect to any pro rata subscription
         offer to holders of any class of the Company's capital stock or (3) for
         determining rights to vote with respect to any Organic Change,
         dissolution or liquidation.


                                       8
<PAGE>


                           (C) The Company also give written notice to the
         holder hereof at least 30 days prior to the date on which the Next
         Financing or any Organic Change will take place.

         The invalidity, or unenforceability in particular circumstances, of any
provision of this Note shall not extend beyond such provision or such
circumstances and no other provision of this Note shall be affected thereby. It
is expressly stipulated and agreed to be the intent of the Company and Payee at
all times to comply with applicable state law governing the maximum rate or
amount of interest payable on or in connection with this Note (or applicable
United States federal law to the extent that it permits Payee to contract for,
charge, take, reserve or receive a greater amount of interest than under state
law). If the applicable law is ever judicially interpreted so as to render
usurious any amount called for under this Note or under any of the other
documents evidencing, securing or relating to this Note or any part thereof
(collectively, the "Note Documents"), or contracted for, charged, taken,
reserved or received with respect to the indebtedness evidenced by this Note
(the "Loan"), or if any prepayment by the Company results in the Company having
paid any interest in excess of that permitted by law, then it is the Company's
and Payee's express intent that all excess amounts theretofore collected by
Payee be credited on the principal balance of this Note (or, if this Note has
been or would thereby be paid in full, refunded to the Company), and the
provisions of this Note and the other Note Documents immediately be deemed
reformed and the amounts thereafter collectible hereunder and thereunder
reduced, without the necessity of the execution of any new document, so as to
permit the recovery of the fullest amount called for hereunder and thereunder,
while complying in all respects with the applicable law and regulations. All
sums paid or agreed to be paid to Payee for the use, forbearance or detention of
the Loan shall, to the extent permitted by applicable law, be amortized,
prorated, allocated and spread throughout the full term of the Note until
payment in full so that the rate or amount of interest on account of the Note
does not exceed the applicable usury ceiling. Notwithstanding any provision
contained in this Note or in the Note Documents that permits the compounding of
interest, including without limitation any provision by which any of the accrued
interest is added to the principal amount of this Note, the total amount of
interest that the Company is obligated to pay and Payee is entitled to receive
with respect to this Note shall not exceed the amount calculated on a simple
(i.e., non-compounded) interest basis at the maximum allowable rate on principal
amounts actually advanced to or for the account of the Company.

         The Company and each surety, endorser, guarantor, and other party, if
any, now or hereafter liable for payment of any sums of money payable on this
Note, jointly and severally, waive presentment and demand for payment, notice of
intent to accelerate and notice of acceleration, protest and notice of protest
and nonpayment, and diligence in collecting or bringing suit against any party
liable hereon, and agree that their liability on this Note shall not be affected
by any


                                       9
<PAGE>


renewal or extension in time of payment hereof, by any indulgence, or by any
release, modification, or substitution of any security for the payment of this
Note, and hereby consent to any and all extensions, renewals, replacements,
waivers, releases, or exchanges affecting this Note and the taking, release,
modification, or substitution of any security, with or without notice and before
or after maturity.

         This Note shall be binding upon and inure to the benefit of the
Company, its successors and assigns, and shall inure to the benefit of the
Payee, its successors and permitted assigns. In the event this Note is placed in
the hands of an attorney for collection or suit is filed hereon or if
proceedings are had in bankruptcy, receivership, reorganization, or other legal
or judicial proceedings for the collection hereof, the Company hereby agrees to
pay to the holder of this Note reasonable attorneys' fees, and shall pay all
additional reasonable costs and expenses of collection and enforcement.

         THE SUBSTANTIVE LAWS OF THE STATE OF TEXAS SHALL GOVERN THE VALIDITY,
CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION OF THIS NOTE WITHOUT REGARD TO
CONFLICT OF LAWS PROVISIONS.

         IN WITNESS WHEREOF, the Company has caused its duly authorized officer
to execute this Note as of the day and year first written above.

                                       WIRELESS, INC.



                                       By:   /s/ William E. Gibson
                                          -----------------------------------
                                          Name:  William E. Gibson
                                               ------------------------------
                                          Title:  President
                                                -----------------------------

<PAGE>

                                     WAIVER

     Reference is hereby made to that certain Wireless, Inc. Convertible
Promissory Note, dated as of August 17, 1999, in the principal amount of
$1,000,000 (the "Note") issued by Wireless, Inc., a California Corporation (the
"Company") in favor of AMT Capital, Ltd., a Texas limited partnership ("AMT").
Capitalized terms used but not defined herein shall have the meaning given to
such terms in the Note.

     Pursuant to Paragraph (b)(i) of the Note, the Preferred Stock Conversion
Price and the Common Stock Conversion Price, are subject to adjustment upon the
issuance of Preferred Stock or Common Stock of the Company, or options, warrants
or rights to purchase Preferred Stock or Common Stock of the Company,
respectively, at a price per share that is less than the then current Preferred
Stock Conversion Price or Common Stock Conversion Price, as applicable.

     The Company and certain investors are entering into a Securities Purchase
Agreement, pursuant to which the Company is selling up to 3,600,000 shares of
its Series E Preferred Stock at a price per share of $2.50 and warrants to
purchase up to 360,000 shares of its Common Stock with an exercise price of
$0.75 per share (the "Series E Purchase Agreement"), upon the terms and
conditions set forth therein.

     The Company has also issued a warrant to purchase 20,000 shares of Series E
Preferred Stock to Silicon Valley Bank (the "SVB Warrant") with an exercise
price of $2.50 per share. Upon the exercise of the Warrant the bank will also be
provided with the opportunity to buy one warrant to purchase Common Stock for
every 10 shares of Series E Preferred received by the bank upon the exercise of
the SVB Warrant on the same terms and conditions provided for under the Series E
Purchase Agreement.

     Having considered the foregoing, AMT hereby agrees to waive the provision
of Paragraph (b)(1) with respect to the issuance of securities pursuant to the
Securities Purchase Agreement and the SVB Warrant, provided that, at the time of
conversion of the Note, AMT is provided with the opportunity to buy one warrant
to purchase Common Stock for every 10 shares of Series E Preferred received by
AMT upon the conversion, on the same terms and conditions as the Series E
purchasers under the Series E Purchase Agreement.

Date: September 30, 1999



                                AMT CAPITAL, LTD.

                                By:  AMT Capital G.P., Inc., its General Partner

                                By:  /s/ Peter N. Walmsley
                                -------------------------------------
                                Peter N. Walmsley
                                Chairman of the BOard