Amendment of Agreements Dated January 22, 2003



EXHIBIT 10.62 
 
As of January 22, 2003 
 
TO:    Purchasers of Units (each a “Lender” and collectively the “Lenders”)
consisting of $6,960,000 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 “$6,960,000” with the same force and effect as if originally set
forth therein, effective as of January 22, 2003. 

 

	 	2.	 	Section 1.1(a) of the Loan Agreement shall be amended to read as follows, effective as of January 22, 2003: 

 
“(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 $6,960,000, 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 
 

1 








thereof by Board of Directors of Borrower. As of April 25, 2002, Lancer Offshore, Inc. loaned the Borrower
the principal amount of $4,335,000 and, as of February 6, 2003, will have loaned Borrower the principal amount of $5,760,000. The Loan shall be repaid on July 1, 2003 unless it is mandatorily converted into shares of Borrower’s Common Stock
before that date as provided in Section 1.5 hereof.” 
 

	 	3.	 	Section 1.5 of the Loan Agreement shall be amended to read as follows, effective as of January 22, 2003: 

 
“(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
$6,960,000 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 July 1, 2003.” 
 
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.

	
	 	 	 	 	 	 	 By:
	 	 /s/    David D.
Singer        


	 	 	 	 	 	 	 	 	 David D. Singer, President

	 	 	 	 	 	 	 	 	 
	 LANCER PARTNERS L.P.
	 	 	 	 LANCER OFFSHORE, INC.

	
	 By:
	 	 /s/    Michael
Lauer        

	 	 	 	 By:
	 	 /s/    Michael
Lauer        


	 	 	 Michael Lauer, Manager
	 	 	 	 	 	 Michael Lauer, Manager


 

2