PERSONAL GUARANTEE

This Personal Guarantee (hereinafter referred to as the "Guarantee") is executed
by Mr. Neelam Kumar Oswal, s/o Mr. Vidhya Sagar Oswal, r/o/ 396, Maharani Jhansi
Road, Ludhiana, Punjab, India (hereinafter referred to as the "Guarantor") which
expression shall, unless repugnant to the context or meaning thereof deemed to
include his successors, heirs and permitted assigns.

IN FAVOUR OF

WORLD WIDE WIRELESS COMMUNICATION INC., a Nevada corporation having its
registered office at 520- 3rd St., Suite 101, Oakland, California 94607, United
States Of America (hereinafter referred to as "WWW") which expression shall,
unless repugnant to the context or meaning thereof deemed to include its
successors in business and permitted assigns.

WHEREAS, WWW and the Guarantor have entered into a Shareholders Agreement dated
August 17,2000 (hereinafter referred to as "SHA") for combining their efforts to
provide high speed (fixed and wireless) broadband internet and related services
to customers in India ("Services") through an Indian Company (hereinafter
referred to as the "Joint Venture Company" or "JVC") incorporated under the name
World Wide Wireless (India) Limited.

WHEREAS, pursuant to Article 4.5 of the SHA, WWW has agreed to provide a bank
guarantee for a sum of Rs.20,000,000/- (Rupess twenty million only) ("Guarantee
Amount") to the Department of Telecom to enable the JVC to obtain the Internet
Service Provider ("ISP") license for providing the Services in the territory
classified as Category --A in the policy of the Government of India related to
ISP's.

WHEREAS, under Article 4.5 of the SHA Guarantor has agreed to secure the
Guarantee Amount by giving a personal Guarantee to WWW and has agreed to pay the
Guarantee Amount (Rs.20,000,000/- ) unconditionally to WWW upon receiving a
notice of demand from WWW.

NOW THIS DEED OF GUARANTEE, witnesses as follows:

1.   The Guarantor do hereby unconditionally undertakes to pay to WWW in US
     Dollars an amount equivalent to the Guarantee Amount of Rs.20,000,000/-
     (Rupess twenty million only), in the event the JVC is not granted the
     License and the Frequency License (as defined in the SHA) by February 16,
     2001, notwithstanding whether or not the Department of Telecom invokes or
     encashes the guarantee provided by WWW.

2.   The Guarantor do hereby undertakes to pay to WWW the Guarantee Amount due
     and payable under the Guarantee without any demur, protest, correctly on
     demand to be made upon him by WWW in respect of the Guarantee Amount
     claimed which would be due to non-fulfillment of the terms, conditions and
     obligations embodied under the SHA.

3.   Be it declared and confirmed that any demand made on the Guarantor by WWW
     under this Guarantee shall be conclusive and final as regards the Guarantee
     Amount due and payable by the Guarantor under these presents PROVIDER
     HOWEVER that the liability of the Guarantor shall be restricted to
     Guarantee Amount { not exceeding Rs. 20,000,000/- (Rupess twenty million
     only )} covered by this Guarantee.


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4.   The Guarantor do hereby further agree that the guarantee herein contained
     shall remain in full force and effect up to February 16, 2001 or such
     extended period as may be agreed between WWW and Guarantor in writing
     considering a period that would be taken for the fulfillment of his
     obligations under the SHA and this shall continue to be enforceable till
     all the dues and /or claims of WWW have been duly and satisfactorily met
     and performed in full by the Guarantor and accordingly the WWW discharges
     this Guarantee.

5.   The Guarantor do hereby undertakes and agrees that this is an unconditional
     and irrevocable guarantee and undertakes not to revoke this Guarantee
     during its currency.

IN WITNESS WHEREOF, the Guarantor has signed this Guarantee on the ______ day of
August, 2000.


N.K. Oswal
S/o Mr. Vidhya Sagar Oswal
R/o 396, Maharani Jhansi Road,
Ludhiana (Punjab)
India

Witnesses:

1.


2.


WHEREAS WWW is an internationally recognized provider of high speed (fixed and
wireless) broadband internet and related services with a significant global
presence and has over the years developed expertise in the same;

WHEREAS the INDIAN PARTNER and WWW are desirous of combining their efforts to
provide high speed (fixed and wireless) broadband internet and related services
to customers in India (hereinafter referred to as the "Services") and
accordingly the Parties have agreed for a joint participation through an Indian
company (hereinafter referred to as the "Joint Venture Company" or "JVC")
incorporated under the name World Wide Wireless (India) Limited. The INDIAN
PARTNER had taken care of the responsibility of incorporating the JVC and has
incorporated the same through its nominee(s);

WHEREAS the Parties have agreed to participate in the ownership, management and
operation of the JVC and desire to set out in writing their understanding in
relation thereto and their rights and obligations inter se; and

WHEREAS the Parties have therefore set forth in this Agreement the terms,
conditions and covenants governing their joint participation in the JVC.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained
herein, the Parties agree as follows:


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<PAGE>

1.       DEFINITIONS AND INTERPRETATION

1.1      In this Agreement, unless the subject or the context otherwise
         requires, the following words and expressions shall have the following
         meanings:

         "Act" shall mean the Companies Act, 1956, and includes where the
         context so requires any re-enactment or statutory modifications thereof
         for the time being in force.

         "Affiliate(s)" shall mean with respect to any Party to this Agreement
         any entity which controls, is controlled by, or is under common control
         with such Party. An entity controls another entity when it owns or
         controls, directly or indirectly, fifty-one percent (51%) or more of
         the equity share capital issued and outstanding of the other entity or
         when it controls the composition of the majority of the Board of
         Directors of such other entity.

         "Agreement" or "this Agreement" shall mean this Shareholders' Agreement
         along with all attachments annexed hereto and shall include any
         modifications, alterations, additions or deletions thereto made in
         writing after the date of execution of this Agreement.

         "Approval(s)" shall mean Government of India permissions, consents,
         validations, confirmations and other authorizations required to be
         obtained in order to implement the provisions of this Agreement
         including all permissions and/or registrations from the Reserve Bank of
         India and/or other authorities.

         "Alternate Director" shall mean the director appointed in terms of
         Article 6.1.4 herein to act for a director during his absence for a
         period of not less than three (3) months from the State in which
         meetings of the Board are ordinarily held and such Alternate Director
         shall not hold office as such for a period longer than that permissible
         to the director in whose place the Alternate Director has been
         appointed and shall vacate office if and when the director returns to
         the State in which meetings of the Board are ordinarily held.

         "Articles" or "Articles of Association" shall mean the Articles of
         Association of the JVC.

         "Board" or "Board of Directors" shall mean the Board of Directors of
         the JVC.

         "Distributable Profits" shall mean the profits derived after providing
         for depreciation, tax or any other charge against the profits.

         "Effective Date" means the date on which all the conditions precedent
         under Article 11 have been fulfilled to the satisfaction of WWW.

         "FIPB" shall mean the Foreign Investment Promotion Board constituted
         under the auspices of the Ministry of Commerce and Industry, Government
         of India.

         "Finder" shall mean Mr. Bob Thornton r/o 1251, Cardeno, Vancouver BC,
         Canada.

         "Frequency Licenses" shall mean the license to use the 28 MHz up and 28
         MHz down MMDS frequency with a minimum separation of 60 MHz and
         preferably 100 MHz or such other frequency in accordance with the
         National Allocation Frequency Plan, 2000 (as amended from time to time)
         issued by the Ministry of Communications, subject to the satisfaction
         and business requirements of WWW, for providing the Services to
         customers in India.



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<PAGE>

         "General Meeting" shall mean the duly convened meeting of the
         shareholders of the JVC.

         "Joint Venture Company" or "JVC" shall mean the company incorporated
         under the Act with the name `World Wide Wireless (India) Limited'.

         "License" shall mean and include the Internet Service Provider ("ISP")
         license for providing the Services in the territory classified as
         Category-A in the policy of the Government of India regarding ISP's.

         "Memorandum" or "Memorandum of Association" shall mean the Memorandum
         of Association of the JVC.

         "Parties" shall mean WWW and the INDIAN PARTNER collectively and the
         term "Party" shall individually refer to WWW or the INDIAN PARTNER.

         "RBI" shall mean the Reserve Bank of India.

1.2      In this Agreement, headings are for convenience only and shall not
         affect its interpretation.

1.3      Where a word or phrase is defined, other parts of speech and
         grammatical forms of that word or phrase shall have corresponding
         meanings.

1.4      Any reference to a part, clause, exhibit, article, annexure, appendix
         and schedule shall be construed as a reference to a part, clause,
         exhibit, article, annexure, appendix and schedule of this Agreement,
         and reference to this Agreement includes an exhibit, annexure, appendix
         and schedule attached to this Agreement.

2.       MEMORANDUM AND ARTICLES OF ASSOCIATION

2.1      It is the understanding between the Parties that their rights and
         obligations in the JVC including the operation and management of the
         JVC shall be interpreted, acted upon and governed in accordance with
         the terms and conditions of this Agreement.

2.2      The Parties agree that the Memorandum and the Articles of the JVC
         shall, inter alia, to the extent possible, incorporate and reflect the
         understanding contained in this Agreement.

2.3      It is expressly agreed that whether or not the Memorandum and the
         Articles fully incorporate the stipulations hereof or any of them, the
         Parties' rights and obligations inter se shall be governed by this
         Agreement and shall prevail in the event of any ambiguity or
         inconsistency between the two.

3.       JOINT VENTURE COMPANY

3.1      The INDIAN PARTNER has represented that the JVC, World Wide Wireless
         India Ltd., having its registered office at IIIrd Floor, Nego Complex,
         Pokhowal Road, Gurdev Nagar, Ludhiana, Punjab, has been incorporated as
         a public limited company. The INDIAN PARTNER has agreed to convert the
         JVC into a private limited company at the earliest possible date after
         the execution of this Agreement.



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<PAGE>

3.2      The JVC shall be run as an independent company based on usual
         commercial practices subject to any directions which may from time to
         time be given by the Board of Directors in accordance with the spirit
         of this Agreement.

3.3      The Parties agree that it will be their endeavor and that they shall
         use best efforts to build a good image for the JVC. The Parties will
         develop the JVC to enable it to provide the quality and level of
         services which are equivalent to the quality of the services provided
         by WWW in overseas markets.

4.       CAPITAL AND PARTICIPATION

4.1      Capital

4.1.1    It is acknowledged that the existing authorized share capital of the
         JVC is Rs.10,000,000/- (Rupees ten million) comprising 1,000,000 (one
         million) equity shares of Rs. 10/- (Rupees ten) each. It is agreed that
         the authorized share capital of the JVC would be increased to Rs.
         250,000,000/-(Rupees two hundred and fifty million) divided into
         25,000,000_ (twenty five million) equity shares of Rs. 10/- (Rupees
         ten) each within a period of six (6) months from the execution of this
         Agreement, or within such extended period as the Parties may mutually
         decide.

4.2      Shareholding Pattern and Contributions

4.2.1    Unless otherwise agreed by the Parties in writing, the shareholding of
         the JVC shall be held in the following proportion:

         INDIAN PARTNER and his nominee(s):          51%

         WWW or its nominee(s)                       49%

         It is agreed that the Parties shall ensure that the nominee(s)
         appointed by each Party shall be bound by and shall abide with the
         terms and conditions of this Agreement.

         In the event of a change in the policy of the Government of India
         permitting WWW to increase its shareholding, WWW shall have the right
         to increase its shareholding to 51% in the JVC. In the event of WWW
         exercising the aforesaid right to increase its shareholding in the JVC,
         the Indian Partner undertakes to take all steps necessary and required
         to enable WWW to increase its shareholding in the JVC including making
         necessary filings with the concerned Government authorities as well as
         providing no objection letters.

         It is also agreed that the voting rights of the Parties will be in
         proportion to their respective shareholding and on poll each equity
         share will have one vote.

4.2.2    Since the JVC has been incorporated by the INDIAN PARTNER with his
         nominees as the shareholders, it is agreed that out of the existing
         paid up share capital of 700 (seven hundred) shares of Rs. 10/- (Rupees
         ten) each total amounting to Rs. 7,000/- (Rupees seven thousand), the
         INDIAN PARTNER (either singularly or through his nominees) shall hold
         353 (Three hundred fifty three) shares of Rs. 10/- (Rupees ten) each,
         representing fifty one percent (51%) of the total paid-up share capital
         and WWW on its own or through its nominees shall acquire 347 (Three
         hundred forty seven) equity shares of Rs. 10/- (Rupees ten) each
         representing forty


                                       5
<PAGE>

         nine percent (49%) of the total paid-up share capital of the JVC for a
         total consideration of Rs. 3,470 (Rupees three thousand four hundred
         and seventy).ideration of Rs. 3,470 (Rupees three thousand four hundred
         and seventy).

4.2.3    It is agreed between the Parties that subject to the INDIAN PARTNER
         obtaining the License as well as the Frequency Licenses, WWW shall
         remit a maximum amount of US$ 2,800,000 (US Dollar two million eight
         hundred thousand only) ("the Maximum Amount") in installments to the
         JVC. The amount to be paid as each installment would be determined as
         per the Schedule- I annexed hereto.

4.2.4    (a) The obligation of WWW to invest the first installment in the JVC
         out of the Maximum Amount as mentioned in Article 4.2.3 shall arise
         only after the INDIAN PARTNER has obtained the License and the
         Frequency Licenses in respect of the following cities on or prior to
         the Effective Date:

         1.  Delhi
         2.  Mumbai
         3.  Chennai
         4.  Bangalore
         5.  Ludhiana

(b)      Thereafter, the installments out of the Maximum Amount mentioned shall
         be invested by WWW in the JVC as per Schedule I on procurement of
         Frequency Licenses by the INDIAN PARTNER.

(c)      It is agreed between the Parties that WWW (AT shall bear the actual
         incorporation expenses of the JVC amounting to Rs. 180,000/- (Rupees
         one hundred eighty thousand) as has been incurred by the INDIAN
         PARTNER.

4.2.5    That it is agreed between the Parties that after the acquisition of the
         initial 347 (three hundred forty seven) shares by WWW or its nominees
         in accordance with Article 4.2.2, upon any investment made by WWW in
         the JVC, the JVC shall issue equity shares to WWW and/or its nominees
         against such amount invested by WWW. The equity shares so issued to WWW
         and/or its nominees shall be equivalent to 49% of the paid-up capital
         of the JVC. In addition to the issue of equity shares by the JVC to WWW
         and/or its nominees, the JVC shall correspondingly issue fully paid-up
         equity shares as sweat equity, amounting to 51% of the paid-up capital
         of the JVC, to the INDIAN PARTNER or his nominees for his efforts in
         obtaining the License and the Frequency Licenses.

4.2.6    The aforesaid mechanism of contributing to the capital and subscribing
         to the equity shares of the JVC would continue till such time the
         paid-up share capital of the JVC reaches the rupee equivalent of US$
         5,800,000 (US Dollars five million eight hundred thousand only).

4.2.7    In the event of the JVC requiring any further funds after the paid-up
         share capital reaching the rupee equivalent of US$ 5,800,000 (US
         Dollars five million eight hundred thousand only), WWW shall make all
         contributions in a manner other than capital contribution such that the
         shareholding remains as per Article 4.2.1. However, in the event of the
         JVC procuring Frequency Licenses in respect of cities in addition to
         those specified in Schedule -- I, all investments towards the build out
         costs in respect of the infrastructure and equipment required by the
         JVC for such cities shall be funded by the Parties in proportion to
         their respective shareholding.



                                       6
<PAGE>

4.2.8    Notwithstanding the other provisions of this Agreement, if at any stage
         in the future, after the Frequency Licenses for the twenty one (21)
         cities mentioned in Schedule -- I annexed hereto are obtained and the
         built out in respect thereto is substantially completed, the JVC
         decides to increase its paid-up share capital by inviting capital
         contribution, the Parties will subscribe to fresh equity in the JVC in
         proportion to their shareholding. In the event either Party fails to
         subscribe to the equity, the other Party, subject to the necessary
         Approval(s), if any, shall have the first right to subscribe to and
         acquire such unsubscribed equity either by itself or through an
         Affiliate or nominee.

         The Parties agree that at the time of closure of any issue of
         subscription of shares, the Party not subscribing to the equity (in
         full or in part) issued to it shall undertake all steps necessary and
         required to enable the other Party to subscribe to the unsubscribed
         portion of the equity of the Party not so subscribing and to give full
         effect to the terms of this Article 4.2.8. In case of either Party so
         subscribing to the unsubscribed portion of equity of the other Party,
         such subscription shall be on the same terms and conditions as would be
         applicable to the Party not so subscribing. Further, in case WWW is not
         permitted to hold such shares due to Governmental regulations, it shall
         have a right to nominate a third party to subscribe to such shares.

4.3      Transfer of Shares

4.3.1    The Parties hereto shall not, except as specifically provided
         hereinafter, sell or transfer their shares in the JVC. Any purported
         sale or transfer of shares by either of the Parties not in accordance
         with this Article shall be deemed null and void and the JVC shall not
         register any such transfer or sale.

4.3.2    If at any time the INDIAN PARTNER desires to sell, transfer or
         otherwise dispose of any or all of his shares in the JVC, he shall
         offer such shares in the first instance by a notice in writing ("Offer
         Notice") to WWW who shall have the right of pre-emption to purchase all
         of such shares either itself or through its Affiliate(s) or nominee(s)
         at the price to be determined in accordance with Article 4.3.4. WWW may
         exercise its right of first refusal within a period of thirty (30) days
         after receipt of the Offer Notice. If WWW accepts the offer, the
         transfer of shares shall be completed within a period of sixty (60)
         days after the expiry of the aforesaid thirty (30) day period. In the
         event the offer is not accepted by WWW and or its Affiliate(s) or its
         nominee(s) within the said period, the INDIAN PARTNER shall be entitled
         to sell such shares to a third party within a period of sixty (60) days
         after the expiry of aforesaid thirty (30) days period at a price which
         is not lower than the price offered to WWW.

4.3.3    In the event WWW desires to sell, transfer or otherwise dispose of any
         or all of its shares of the JVC, it shall offer such shares by a notice
         in writing ("Offer Notice") in the first instance to the INDIAN PARTNER
         at a price to be determined in accordance with Article 4.3.4. Such
         offer must be accepted with a period of thirty (30) days from the date
         of the Offer Notice. If the offer is accepted, then the Parties shall
         proceed to complete the sale purchase transaction within a period of
         sixty (60) days after the expiry of the aforesaid thirty (30) day
         period. If the offer is not accepted by the INDIAN PARTNER, then WWW
         shall be entitled to sell such shares to a third party within a period
         of sixty (60) days at a price which is not lower than the price offered
         to the INDIAN PARTNER.

4.3.4    A Party shall offer its shares for sale/transfer under the aforesaid
         Articles at the fair market price which shall be determined in
         accordance with the relevant RBI guidelines by an


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<PAGE>

         independent international accounting firm selected mutually by the
         Parties. In the event the Parties are unable to decide the independent
         international accounting firm, the price shall be determined by Arthur
         Andersen or Price Waterhouse Coopers.

4.3.5    If any transfer of shares under this Article is subject to the
         Approvals (including final approvals from the RBI), then such transfer
         shall not become effective until such Approvals have first been
         obtained. If such Approvals are required, the time period(s) as
         prescribed in the preceding paragraphs for the completion of the sale
         and purchase transaction(s) shall be extended by the number of days
         required for obtaining the Approvals.

4.3.6    In case of transfer of shares by either Party to any third party in
         pursuance of the above Articles, the following conditions will apply:

         i) Such third party shall enter into a deed of adherence agreeing to be
         bound by the provisions of this Agreement; and

         ii) Such third party shall be someone who, in the opinion of the Party
         not selling its shares, does not have a conflict of interest or is
         strategically incompatible or is otherwise unacceptable for good and
         sufficient reasons to the Party not selling its shares.

         Notwithstanding the restriction on transfer of shares stipulated
         hereinabove, WWW may transfer any of its shares to an Affiliate,
         without requiring the consent of the INDIAN PARTNER, provided that such
         an Affiliate shall also be bound by the provisions of this Agreement
         and shall execute a deed of adherence as mentioned above. Further,
         notwithstanding anything contained in Articles 4.3.1 to 4.3.6, the
         aforesaid restrictions shall not apply in the event of change in the
         ownership or control or constitution of WWW.

4.3.7    It is expressly agreed by the INDIAN PARTNER that in order to give
         effect to the provisions of Articles 4.3.1 to 4.3.6, they shall provide
         all necessary cooperation to WWW, including but not limited to
         assistance for obtaining the RBI/FIPB approvals. Further, the INDIAN
         PARTNER agrees to sign/execute/file any and all documents with the
         Government of India or its agencies, departments or any other third
         party to give effect to any transfer of shares in accordance with the
         provisions of this Agreement.

4.4      Pledge of shares

4.4.1    The Parties agree that the shares held by them shall not be pledged to
         a third party or otherwise encumbered during the term of this
         Agreement. In the event the pledge of shares of any Party is
         necessitated for the purposes of the JVC, such pledge will be made only
         with the prior written consent and on terms acceptable to the other
         Party.

4.5      Bank Guarantee

4.5.1    At the request of the INDIAN PARTNER, WWW has agreed to provide a bank
         guarantee or guarantee(s), as may be required by the Government of
         India, of an amount of Rs. 20,000,000/- (Rupees Twenty Million)
         ("Guaranteed Amount") to the concerned governmental authority(ies) for
         the purpose of procuring the License required by the JVC for providing
         the Services to customers. However, it is agreed by the Parties that
         the Guaranteed Amount shall not be more than Rs. 20,000,000/- (Rupees
         Twenty Million) in any event.



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<PAGE>

4.5.2    In the event the JVC is not granted the License and the Frequency
         Licenses in respect of the cities specified in Article 4.2.4(a), on the
         Effective Date or any extension thereof, the INDIAN PARTNER shall be
         obliged to pay in US Dollars an amount equivalent to the Guaranteed
         Amount to WWW, notwithstanding whether or not the Department of Telecom
         invokes or encashes the Bank guarantee provided by WWW. The INDIAN
         PARTNER agrees to take all necessary actions and procure all Approvals
         including RBI approvals to ensure that the Guaranteed Amount is
         refunded to WWW. In the event the RBI approvals are not forthcoming
         despite best efforts of the INDIAN PARTNER, the INDIAN PARTNER shall be
         under an obligation to transfer the Guaranteed Amount at the request of
         WWW to its nominee(s) in India.

4.5.3    Further, the INDIAN PARTNER agrees to secure the Guaranteed Amount by
         way of personal guarantee. However, the personal guarantee of the
         INDIAN PARTNER shall cease upon receipt of the Frequency Licenses in
         respect of the cities stipulated in Article 4.2.4(a).

5.       NAME AND TRADE MARK OF THE JVC

5.1      Subject to the approval of the Registrar of Companies, and as per
         Article 3.1 hereinabove, the JVC shall be converted into a private
         limited company under the Act and the name shall be changed to "World
         Wide Wireless (India) Private Limited".

5.2      The Parties agree that since the name of the JVC includes the words
         [`World Wide Wireless'] and uses the trade mark of WWW, the said name
         and trade mark will be used only with the consent of and upon the terms
         stipulated by WWW, who shall have the right and option to require the
         words [`World Wide Wireless'] eliminated from the name of the JVC and
         surrender the trade mark, at any time. In the event WWW exercises such
         an option and instructs the JVC to delete the words [`World Wide
         Wireless'] from its corporate name and surrender the trade mark, the
         Parties agree to vote favorably both in the meetings of the Board
         through their respective nominee Directors, and in the meetings of the
         shareholders through their respective representatives/proxies in taking
         necessary and appropriate action and in meeting the requirements to
         delete the words [`World Wide Wireless'] from the corporate name of the
         JVC and surrender the trade mark.

5.3      The Parties agree to cause the JVC to enter into a Corporate Name and
         Trade Mark License Agreement with WWW granting the JVC the right to use
         the words [`World Wide Wireless'] and the trade mark upon the terms and
         conditions set out therein.

6.       TECHNOLOGY TRANSFER AND SHARING OF PROFITS

6.1      Technology Transfer

6.1.1    WWW will provide the technical know-how, information and technology to
         the JVC, as may be required for providing the Services. The INDIAN
         PARTNER agrees that in the event of termination of this Agreement, he
         shall cause the JVC to return all documents pertaining to the technical
         know-how, information and technology and to desist from using the same.

6.1.2    Additionally, WWW will also provide the necessary plant, machinery and
         other equipment along with the incidental and ancillary spares and
         parts as may be necessary for the purpose of providing the Services.



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<PAGE>

6.2      Sharing Of Profits

6.2.1    It is agreed between the Parties that since WWW will make all capital
         expenditure and other investments in the JVC, WWW shall be entitled to
         seventy percent (70%) of the Distributable Profits of the JVC till such
         time all the capital expenditure and investment made by WWW is
         recovered. After the capital expenditure and investment made by WWW is
         recovered, the Distributable Profits of the JVC would be distributed
         among the Parties in proportion to their shareholding in the JVC.

6.2.2    The Parties agree to arrive at a mutually acceptable mechanism for
         giving effect to the aforesaid understanding.

7.       BOARD OF DIRECTORS OF THE JVC

7.1      Directors

7.1.1    Unless otherwise agreed between the Parties, the Board of Directors of
         the JVC shall initially consist of five (5) directors. However, after
         the commencement of the commercial operation of the JVC, the Parties
         shall have a right to simultaneously nominate one whole time director
         each and increase the number of directors on the Board of Directors to
         seven (7).

7.1.2    WWW shall have three (3) nominee directors and the INDIAN PARTNER shall
         have two (2) nominee directors on the Board. It is further agreed
         between the Parties that out of the three (3) nominee directors of WWW,
         two (2) directors shall be whole time directors and out of the two (2)
         nominee directors of the INDIAN PARTNER, one (1) director shall be a
         whole time director.

7.1.3    The nominee directors shall hold office at the pleasure of the Party
         who nominated them and shall be subject to removal by the respective
         nominating Party. The Parties shall at all times, exercise their
         respective voting power to support each other in having the nominee
         director(s) appointed to or removed from the Board in accordance with
         this Article.

7.1.4    In the event any original director is away for a continuous period of
         not less than three (3) months from the State in which the registered
         office of the JVC is located, the Board of Directors shall appoint an
         Alternate Director for such original director. The person to be
         appointed as an Alternate Director shall be selected by the Party who
         had nominated the original director.

7.1.5    Any casual vacancy in the office of a director who is liable to retire
         by rotation, or for any other reason, may be filled by the Board of
         Directors provided however that the person to be appointed to fill the
         vacancy shall be a person nominated by the Party who had nominated the
         original director.

7.1.6    The representation of the Parties on the Board shall be in the
         proportion as may be decided by the Parties. It is agreed that in the
         event the shareholding of the INDIAN PARTNER or WWW reduces below
         fifty-one percent (51%) and forty-nine percent (49%), respectively, of
         the total paid-up equity capital, the representation of the nominees of
         the INDIAN PARTNER or WWW on the Board shall reduce in the following
         manner:


                                       10
<PAGE>

         Shareholding of INDIAN PARTNER / WWW            No. of nominees on the
                                                         Board
         Less than 49% but more than 25%                            2 (Two)
         25% or less but not less than 10%                          1 (One)
         Less than 10%                                              0 (Zero)

7.2      Proceedings of the Board

7.2.1    At least fourteen (14) clear days' notice of every meeting of the Board
         shall be given in writing to every Director. Such notice shall be
         accompanied by the agenda setting out the business proposed to be
         transacted at the meeting of the Board, provided however that with the
         consent of at least one (1) nominee director of WWW, a meeting of the
         Board may be convened by a shorter notice in case of an emergency or if
         special circumstances so warrant.

         Notice of all meetings of the Board shall also be given in writing to
         directors resident outside India by telex or facsimile transmission and
         confirmation copy by courier and a copy of such notice shall also be
         served at the address within India specified by such directors in
         writing to the JVC.

7.2.2    The quorum for a meeting of the Board shall be three (3) directors,
         provided that there shall be no quorum unless at least one (1) nominee
         director of WWW is present. If within half an hour from the time
         appointed for holding a meeting of a Board, a quorum as specified above
         is not present, the meeting of the Board shall stand adjourned by seven
         (7) days on the same day, time and place and if at such adjourned
         meeting of the Board, a quorum is not present within half an hour from
         the time appointed for holding the meeting of the Board, the directors
         present shall constitute a valid quorum provided at least one nominee
         director representing WWW is present.

7.2.3    The INDIAN PARTNER shall have the right to nominate the Chairman of the
         Board and WWW shall have a right to nominate the Vice-Chairman. The
         Chairman shall not have a second or casting vote. It is clarified that
         the Chairman will have the authority to represent the JVC before
         various Governmental authorities.

7.2.4    Subject to the provisions of the Act, a resolution by circulation shall
         be as valid and effectual as a resolution duly passed at a meeting of
         the Directors called and held in accordance with the provisions of Act
         and the Articles, provided it has been circulated in draft form,
         together with the relevant papers, if any, to all the Directors (then
         in India not being less in number than the quorum required) and has
         been approved by a majority of the Directors entitled to vote thereon
         provided always that such majority shall include an affirmative vote of
         at least one (1) nominee director of WWW.



                                       11
<PAGE>


7.3  Management

7.3.1    The JVC shall be managed by the Board of Directors who shall be
         responsible for making decisions relating to corporate policy on
         marketing, systems build out and expansion, management salaries,
         investments etc.

7.3.2    The Parties agree that there shall be two (2) Managing Directors in the
         JVC, one (1) to be appointed by each Party:

         1. Managing Director (Finance/Administration/Legal) to be appointed by
         WWW.

         2. Managing Director (Technical/Operations/Marketing) to be appointed
         by the INDIAN PARTNER.

         The Board shall, as far as permissible under the Act and subject to the
         terms and conditions of this Agreement, delegate the authority upon the
         Managing Directors to execute and implement the policies of the JVC and
         to take appropriate steps and measures for the effective management of
         the JVC.

8.       PROCEEDINGS AT GENERAL MEETINGS

8.1      The quorum for a General Meeting shall be two (2) members present in
         person or through a duly authorized representative in case of a member
         which is a company, provided that there shall be no quorum unless one
         (1) representative of WWW is present.

8.2      If within half an hour from the time decided for holding a General
         Meeting a quorum as specified above is not present, the General Meeting
         shall stand adjourned by seven (7) days on the same day, time and place
         as provided by law and if at such adjourned General Meeting a quorum is
         not present within half an hour from the time decided for holding the
         General Meeting, the members present shall constitute a valid quorum
         provided at least one (1) representative of WWW is present.

8.3      The Chairman of the Board will be the Chairman of the General Meeting
         who shall not have a casting or second vote.

8.4      All matters discussed/proposed in the shareholders meeting shall not be
         adopted except upon the affirmative vote of the nominee of WWW.

9.       UNDERTAKING OF THE PARTIES

9.1      The Parties jointly and severally undertake to ensure:

         i) that they, their representatives, proxies, agents and nominees
         representing them at General Meetings of the JVC shall at all times
         exercise their votes and through their respective nominee Directors (or
         Alternate Directors) at Board Meetings and, otherwise, act in such
         manner so as to comply with, and to fully and effectually implement the
         spirit, intent and specific provisions of this Agreement; and

         ii) that if any resolution is proposed contrary to the terms of this
         Agreement they, their representatives,


                                       12
<PAGE>

         proxies and agents representing them shall vote against it. If for any
         reason such a resolution is passed, the Parties shall, if necessary,
         join together and convene an Extraordinary General Meeting of the JVC
         for implementing the terms of this Agreement.

10.      RECORDS, REPORTS AND INSPECTION

10.1     Books and Records

         The Parties shall cause the JVC to maintain, in accordance with Indian
         laws, satisfactory financial accounting procedures and books and
         records which, in reasonable detail, accurately and fairly reflect its
         operations and transactions. The JVC shall also maintain a second set
         of books of accounts, accounting statements and accompanying reports in
         accordance with the international accounting standards applied within
         WWW.

10.2     Auditors

         The Parties agree that WWW and the INDIAN PARTNER shall jointly appoint
         the auditors of the JVC ("Auditors") from among the top five accounting
         firms of the world.

10.3     Audits

         An annual audit of the books of account, records and affairs of the JVC
         shall be made at the JVC's expense each year immediately following the
         close of the financial year by the Auditors. A signed copy of the
         report of the annual audit shall be submitted to each member of the
         Board of Directors.

10.4     Special Audit

         The Parties will have the right at any time to have a special audit of
         the books of account, records and affairs of the JVC but any special
         audit shall be at the expense of the Party requesting the same, unless
         material discrepancies in any of the JVC's accounts, records or affairs
         are discovered as a result of such audit, in which event the expenses
         for such audit shall be paid for by the JVC.

10.5     Right of Access

         Each Party through its nominated Directors or representatives shall at
         its own expense be entitled to have:

         i) reasonable access at all reasonable times to inspect and obtain
         copies of statutory records under the control of the JVC;

         ii) reasonable access at all reasonable times with prior notice to
         observe and inspect operations of the JVC; and

         iii) access to and right to make inquiry of employees of the JVC
         through the Managing Directors; and

         iv) The Managing Directors shall have the right of day to day access to
         verification (including verification by others on their/his behalf) of
         all financial, management accounting and other information relating to
         the JVC's activities and provide such information in such


                                       13
<PAGE>

         form as each Party may reasonably require after taking appropriate
         steps where applicable to safeguard confidentiality vis-a-vis third
         parties.

10.6     Financial Statements

         The INDIAN PARTNER shall cause the JVC to deliver to WWW yearly
         financial statements in relation to the conduct of the affairs and
         activities of the JVC within forty-five (45) days after the expiration
         of each year.

11.      CONDITIONS PRECEDENT

11.1     It is agreed between the Parties that prior to the commencement of the
         activities of the JVC, all the following conditions precedent must have
         been fully satisfied:

         i) The Approvals have been obtained;

         ii) The License has been obtained;

         iii) The Frequency Licenses have been obtained in respect of the cities
         stipulated in Article 4.2.4 (a);

         iv) Technical Collaboration Agreement has been executed between the JVC
         and WWW; and

         v) The Corporate Name and Trade Mark License Agreement has been
         executed between the JVC and WWW.

11.2     It is agreed that the INDIAN PARTNER will ensure the fulfillment of the
         conditions precedent by February 16, 2001 ("Effective Date") or such
         other date as may be mutually extended by the Parties in writing.

11.3     If any of the conditions referred to hereinabove are not fulfilled by
         the Effective Date, WWW in its sole discretion shall have the following
         options:

         i) If, in WWW's opinion, the conditions referred to in Article 11.1 are
         likely to be satisfied in the near future, allow an additional period
         of time to the INDIAN PARTNER to cause the JVC to fulfill the
         conditions; or

         ii) Terminate this Agreement in accordance with Article 13.3 and exit
         from the JVC in accordance with Article 13.4.

12.      NON-COMPETE

12.1     The Parties hereby agree that during the term of this Agreement and for
         a period of one (1) year after its termination for any reason
         whatsoever, the INDIAN PARTNER shall not, either themselves or through
         any of his nominee(s) or Affiliate(s) or subsidiary(ies) or any entity
         owned and/or controlled by him, have any business or commercial
         interest, directly or indirectly, and whether as a principal, agent,
         shareholder, director, partner, contractor, consultant, employee or in
         any other capacity be engaged in or otherwise be involved in any other
         business which competes or its susceptible to compete with the business
         of the JVC existing or for future.



                                       14
<PAGE>

13.      TERMINATION

13.1     This Agreement shall be binding upon the Parties from the Effective
         Date hereof and shall remain in force and effect until terminated
         pursuant to the provisions of this Agreement.

13.2     Either Party shall be entitled, at its option, to forthwith terminate
         this Agreement on the happening of any of the following events:

         i) If the other Party (the "Defaulting Party") commits any material
         breach or, default of the terms, conditions, undertakings and covenants
         of this Agreement so that the proper fulfillment of the Agreement is
         jeopardized to such a degree that the Non-Defaulting Party can no
         longer be expected to adhere to this Agreement. Provided however that
         if the breach can be remedied, the right herein shall be exercisable
         only upon the failure of the Defaulting Party to remedy the breach
         within ninety (90) days of receipt by it of a written notice from the
         Non-Defaulting Party requiring it to do so.

         ii) An event of Force Majeure preventing the JVC from carrying on its
         business for a continuous period of three (3) months.

         iii) If such a Party is required, other than in accordance with the
         provisions of this Agreement, to transfer all or part of its shares or
         to reduce its percentage of shareholding in the JVC due to a change in
         or enactment of any law or regulation in India.

13.3     In addition to its right to terminate as provided in Article 13.2
         above, this Agreement may be terminated by WWW as follows:

         i) in the event of enactment of any law or regulation in India, or the
         adoption by the Government of India or any political subdivision
         thereof of any policy, guideline or other similar direction which would
         have the effect of requiring any change in the terms of this Agreement
         adverse to WWW; or

         ii) in the event that all or any portion of the facilities or other
         assets of the JVC are nationalized or expropriated by, or taken over
         for a period in excess of one (1) month by the Government of India or
         any political subdivisions thereof; or

         iii) in the event WWW loses majority control over the Board of
         Directors of the JVC following any law, regulation, enactment or action
         of the Government of India; or

         iv) Non fulfillment of any of the conditions precedent as mentioned in
         Article 11.1 within the time period stipulated in Article 11.2.

13.4     In the event of termination of this Agreement by WWW due to any of the
         reasons mentioned in Article 13.2 and/or 13.3 above, WWW shall within a
         period of thirty (30) days have the right and the sole discretion to
         exercise the following options:

         i) Require the INDIAN PARTNER to sell all its shares in the JVC to WWW
         at a fair market price determined in accordance with the provisions of
         Article 13.7; provided, however, that the INDIAN PARTNER has been
         allowed to remedy the breach within a period of ninety (90) days from
         the date of notification of such breach in accordance with Article 22.



                                       15
<PAGE>

         ii) Require the INDIAN PARTNER to buy all its shares in the JVC at a
         fair market price determined in accordance with the provisions of
         Article 13.7.

         iii) In the event the INDIAN PARTNER is not willing to purchase the
         shares of WWW, WWW will have the right to sell its shares to a third
         party at a price mutually agreed between WWW and the third party.

13.5     If this Agreement is terminated by the INDIAN PARTNER due to a material
         breach by WWW in accordance with Article 13.2(i), the INDIAN PARTNER
         shall within a period of thirty (30) days have the right to exercise
         the following options:

         i) Require WWW to sell its shares in the JVC to the INDIAN PARTNER at a
         fair market price determined in accordance with the provisions of
         Article 13.7. Provided, however, that WWW has been allowed to remedy
         the breach within a period of ninety (90) days from the date of
         notification of such breach in accordance with Article 22.

         ii) Require WWW to buy all its shares in the JVC at a fair market price
         determined in accordance with the provisions of Article 3.7.

         iii) In the event the WWW is not willing to purchase the shares of the
         INDIAN PARTNER, the INDIAN PARTNER will have the right to sell its
         shares to a third party at a price mutually agreed between the INDIAN
         PARTNER and the third party.

13.6     In the event of exercise of an option by any Party in pursuance of
         Articles 13.4 and 13.5 hereof, the sale and purchase shall be completed
         within a period of a sixty (60) days after the expiry of the aforesaid
         thirty (30) day period. In the event WWW is prevented from exercising
         its option to purchase shares due to any laws or regulations in India,
         such Party shall have the right to nominate any nominee(s) who are not
         prohibited from such shares and such shares shall be sold to such
         nominee(s).

13.7     The sale of shares pursuant to this Article shall be at the fair market
         price. The market price of shares for the purposes of this Agreement
         shall be determined by an independent international accounting firm who
         shall act as experts and not arbitrators and shall be selected by
         mutual agreement of the Parties. The determination of the market price
         of the shares by the said firm shall be final.

         The time taken for determination of the market price shall be excluded
         from the time required for acceptance and/or completion of the share
         transfer. The time taken by the accounting firm to determine the market
         price shall not extend beyond sixty (60) days.

         Further, if any transfer of shares under this Article is subject to the
         Approvals (including final approvals from the RBI), then such transfer
         shall not become effective until such Approvals have first been
         obtained. If such Approvals are required, the time period(s) as
         prescribed in Article 13.6 for the completion of the sale and purchase
         transaction(s) shall be extended by the number of days required for
         obtaining the Approvals.

13.8     Neither termination of this Agreement nor exercise of any option
         provided for in this Article shall:



                                       16
<PAGE>

         i) relieve either Party from any liability for any failure to perform
         or comply with the terms of this Agreement; or

         ii) terminate any right or obligation set forth herein which in
         accordance with the terms hereof survives such expiration or
         termination, or which must necessarily survive such expiration or
         termination in order to give effect to any rights granted hereunder.

13.9     Upon the termination of this Agreement, the Parties hereto shall
         refrain from any acts, indications, publicity or advertisements which
         may mislead any third party into the belief that the Parties hereto
         still maintain business relationships with each other with reference to
         the JVC and no Party hereto shall commit any act detrimental to the
         business or reputation of the other Party.

14.      DISCLAIMER OF AGENCY AND PARTNERSHIP

14.1     Nothing in this Agreement is intended to constitute, or shall be
         construed to constitute, the Parties as partners of each other or of
         the JVC. Nothing contained herein will constitute any Party or the JVC
         an agent of any other Party or the JVC. Except as may otherwise be
         explicitly agreed in writing, no Party will have the authority to act
         on behalf of any other Party or the JVC, nor will the JVC have the
         authority to act on behalf of any Party. Neither the JVC nor either
         Party will incur or accept any liability or enter into commitments or
         contracts on behalf of any Party or the JVC without the express prior
         written approval of the party to be bound. The employees of each Party
         will remain the employees solely of such Party, except to the extent
         that the JVC may agree in writing with a Party that a specified
         employee is to be an employee of the JVC for a period of time.

15.      FINDER'S ROLE

         It is agreed between the Parties that the Finder and/or his nominees,
         representatives, agents and assignees shall not in any manner
         whatsoever be a part of the management and/or any other committee(s) of
         the JVC, including but not limited to the Board of Directors of the
         JVC. It is further agreed that the Finder shall not be considered as an
         employee, agent, representative or advisor of the JVC.

16.      ASSIGNMENT

16.1     No Party shall assign or transfer any of its rights and obligations
         hereunder without the prior written consent of the other Party, except
         as expressly provided for in connection with a transfer referred to in
         Article 4.3.6 hereof. This Agreement shall inure to the benefit of and
         be binding upon the respective successors and permitted assigns.

17.      ARBITRATION

17.1     All disputes arising in connection with this Agreement shall, to the
         extent possible, be settled amicably by prompt good faith negotiations
         between the representatives of the Parties. In default of such amicable
         settlement within sixty (60) days of the commencement of discussions,
         the dispute shall be finally settled under the (Indian) Arbitration and
         Conciliation Act, 1996 (the "Arbitration Act") by three (3) arbitrators
         appointed in accordance with said Arbitration Act, whose decision the
         Parties shall recognize and respect as final and binding upon the
         Parties without any right of appeal or review on any grounds whether in
         law or equity before


                                       17
<PAGE>

         any judicial or Government body. Any such arbitration proceeding shall
         be held at New Delhi in the English language.

         Either Party hereby recognizes the right of the other Party to petition
         any court for an order to confirm or enforce any arbitral decision
         rendered pursuant to the terms of this Article and agrees to submit to
         the jurisdiction of any court to which such a petition has been made.
         Either Party further agrees that it shall not commence or maintain any
         suit or legal proceeding concerning a dispute hereunder until such
         dispute has been finally settled in accordance with the arbitration
         procedure provided for herein and then only for enforcement of the
         arbitral award, if any.

17.2     Notwithstanding the aforesaid, either Party shall have the right to
         institute judicial proceedings against the other Party or any one
         acting through or under such Party in order to enforce the instituting
         Party's rights hereunder through reformation of contract, specific
         performance, injunction or similar equitable relief.

18.      GOVERNING LAW

         This Agreement shall be governed and construed in accordance with the
         laws of India.

19.      CONFIDENTIALITY

19.1     For the purposes of this Agreement, "Confidential information" shall
         mean all know-how and other technical, commercial or other information
         of any kind, whether or not patented or patentable or copyrighted or
         copyrightable, developed or acquired by a Party hereto or its
         Affiliates and disclosed to the other Party or its Affiliates or to the
         JVC provided that such know-how and information shall not constitute
         Confidential Information if it (a) was in the possession of the
         receiving party or known thereby (as shown by written records) prior to
         disclosure to the receiving party by the disclosing party; (b) was in
         the public domain when disclosed to the receiving party by the
         disclosing party or thereafter comes into the public domain through no
         fault of the receiving party; (c) was made known to the receiving party
         by one who had the right to disclose such information and who had not
         received the same from the disclosing party under an obligation of
         confidentiality; or (d) was developed independently by the receiving
         party as shown by written record.

19.2     The Parties and their Affiliates shall hold in confidence and shall not
         disclose in whole or part to any third party other than their
         Affiliates this Agreement or any contents thereof, except (i) as
         required by applicable law; (ii) as necessary to obtain Government
         approvals; or (iii) as part of necessary disclosures to the Parties' or
         the JVC's lenders, investment bankers, legal counsel and accountants.
         The Parties and their Affiliates shall consult with each other as to
         the form of any announcements or disclosures relating to this Agreement
         and shall confine any disclosures made to unaffiliated third parties to
         the form and substance so agreed upon between the Parties.

19.3     Notwithstanding disclosures by a Party hereto or its Affiliates of any
         Confidential Information to the other Party, the JVC or the employees
         thereof, the Parties agree that the Confidential Information of each
         Party or its Affiliates shall remain such Party's or its Affiliates'
         own Confidential Information.

19.4     The Parties agree that, during the term of this Agreement and for a
         period of five (5) years thereafter, the JVC and the Parties to whom
         Confidential Information may be disclosed (i) shall


                                       18
<PAGE>

         not without the prior written consent of the disclosing party disclose
         such Confidential Information to any third party (including their
         Affiliates) and (ii) shall use best efforts to safeguard such
         Confidential Information from misuse or unauthorized disclosure.

19.5     It is further agreed that during the term of this Agreement and for a
         period of five (5) years thereafter, the JVC and the Party to whom
         Confidential Information may be disclosed shall not use such
         Confidential Information other than to further the authorized
         activities of the JVC or to fulfill the obligations of such Party set
         forth in this Agreement or any of its Schedules.

20.      WAIVER

20.1     Except where time limitations are specifically provided, no failure or
         delay by either Party (i) to exercise any right hereunder or (ii) to
         insist upon the strict and punctual performance of any term hereof
         shall operate as a waiver thereof. Further, a single or partial
         exercise of any right shall not preclude an additional or further
         exercise thereof or the exercise of any other right. To be effective,
         each waiver of any right hereunder must be in writing and signed by the
         Party waiving its right, and such waiver may be made subject to any
         conditions specified therein.

21.      EXCLUSIVE AGREEMENT, AMENDMENT

21.1     This Agreement including its Exhibits and/or Schedules (which
         constitute an integral part of this Agreement) constitutes the entire
         agreement between the Parties with respect to the subject matter hereof
         and supersedes all prior or contemporaneous agreements, negotiations,
         correspondence and undertakings, whether verbal or written, express or
         implied. This Agreement cannot be changed, amended, modified or
         terminated except by a written instrument executed by the Parties.

22.      NOTICE

22.1     Notices, consents and other communications hereunder shall be in
         writing, signed by the Party giving notice, and shall be deemed
         delivered and received (i) if sent by telecopy confirmed by registered
         mail, one day after transmission (ii) if personally delivered, upon
         receipt and (iii) if mailed, seven (7) days after being sent by
         registered or certified mail (return receipt requested) and properly
         addressed to the other Party at the address given at the beginning of
         this Agreement or at such other address as a Party may direct by notice
         in accordance with this Article.

23.      PARTIAL INVALIDITY

23.1     In the event any term of this Agreement is declared by a judicial or
         Government authority to be legally invalid, non-binding or
         unenforceable, such term shall be deemed deleted herefrom and shall
         neither affect the Agreement in other respects nor the validity and
         enforceability of the remaining terms. In the event of a conflict,
         inconsistency or discrepancy between the terms of this Agreement and
         those of its Exhibits attached hereto, the terms of this Agreement
         shall prevail.




                                       19
<PAGE>
24.      COMPLIANCE WITH THE AGREEMENT

         i) The Parties shall cause the JVC to acknowledge, undertake and
         perform all obligations intended under this Agreement.

         ii) The Parties represent and undertake that they shall, at all times,
         act, and cause their representatives to act (in Board meetings and/or
         General Meetings or otherwise) and to exercise their respective rights
         to implement at all times the underlying spirit, intent and obligations
         set forth in this Agreement.



IN WITNESS WHEREOF, the Parties hereto have signed this Agreement in two (2)
original copies as of the date first set forth above.

For WORLD WIDE WIRELESS COMMUNICATIONS INC.


------------------------------
Name:


Title:



MR. NEELAM KUMAR OSWAL



WITNESSES:


1.


2.







                                       20
<PAGE>
                                   SCHEDULE-I

                  SCHEDULE FOR PAYMENT* FOR FREQUENCY LICENSES



A.     Major Cities
       Sr. No.                   Cities                            Value

       1.                        New Delhi                         US $280,000

       2.                        Mumbai                            US $280,000

       3.                        Chennai                           US $280,000

       4.                        Calcutta                          US $280,000

       5.                        Ahmedabad                         US $280,000

       6.                        Bangalore                         US $280,000

       7.                        Hyderabad                         US $280,000

       8.                        Prune                             US $280,000


B.     Major Cities
       Sr. No.                   Cities                            Value

       1.                        Ludhiana                          US $40,000

       2.                        Jaipur                            US $40,000

       3.                        Vadodara                          US $40,000

       4.                        Trivandrum                        US $40,000

       5.                        Bhopal                            US $40,000

       6.                        Amritsar                          US $40,000

       7.                        Kanpur                            US $40,000

       8.                        Chandigarh                        US $40,000

       9.                        Surat                             US $40,000



                                       21
<PAGE>

       10.                       Lucknow                           US $40,000

       11.                       Indore                            US $40,000

       12.                       Kochi                             US $40,000

       13.                       Patna                             US $40,000


*Note: The obligation of WWW to invest the first installment in the JVC out of
the Maximum Amount (as mentioned in Article 4.2.3) shall arise only after the
INDIAN PARTNER has obtained the License and the Frequency Licenses in respect of
the following cities:


1.       Delhi
2.       Mumbai
3.       Chennai
4.       Bangalore
5.       Ludhiana

                              --------------------



                                       22