EXHIBIT 4.5

                            U.S. WIRELESS CORPORATION




                                       and

                             ---------------------,

                                as Warrant Agent

                                     FORM OF

                                WARRANT AGREEMENT

                            Dated as of ____________


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<TABLE>
<CAPTION>
                                Table of Contents

                                                                                                               Page

                                                    ARTICLE I.

                       ISSUANCE OF WARRANTS AND EXECUTION

                      AND DELIVERY OF WARRANT CERTIFICATES

<S>     <C>                                                                                                      <C>
Section 1.01.     Issuance of Warrants............................................................................2
Section 1.02.     Execution and Delivery of Warrant Certificates..................................................2
Section 1.03.     Issuance of Warrant Certificates................................................................4

                                   ARTICLE II.

                WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

Section 2.01.     Warrant Price...................................................................................4
Section 2.02.     Duration of Warrants............................................................................4
Section 2.03.     Exercise of Warrants............................................................................4

                                  ARTICLE III.

                     OTHER PROVISIONS RELATING TO RIGHTS OF

                         HOLDERS OF WARRANT CERTIFICATES

Section 3.01.     No Rights as Warrant Securityholders Conferred by Warrants or Warrant Certificates..............6
Section 3.02.     Lost, Stolen, Mutilated or Destroyed Warrant Certificates.......................................6
Section 3.03.     Holder of Warrant Certificate May Enforce Rights................................................6

                                   ARTICLE IV.

                  EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES

Section 4.01.     Exchange and Transfer of Warrant Certificates...................................................7
Section 4.02.     Treatment of Holders of Warrant Certificates....................................................7
Section 4.03.     Cancellation of Warrant Certificates............................................................8

                                   ARTICLE V.

                          CONCERNING THE WARRANT AGENT

Section 5.01.     Warrant Agent...................................................................................8
Section 5.02.     Conditions of Warrant Agent's Obligations.......................................................8
Section 5.03.     Resignation and Appointment of Successor.......................................................10
Section 5.04.     Payment of Taxes...............................................................................11


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                                   ARTICLE VI.
                                  MISCELLANEOUS

Section 6.01.     Amendment......................................................................................11
Section 6.02.     Notices and Demands to the Company and Warrant Agent...........................................11
Section 6.03.     Addresses......................................................................................11
Section 6.04.     Applicable Law.................................................................................11
Section 6.05.     Delivery of Prospectus.........................................................................11
Section 6.06.     Obtaining of Governmental Approvals............................................................12
Section 6.07.     Persons Having Rights under Warrant Agreement..................................................12
Section 6.08.     Headings.......................................................................................12
Section 6.09.     Counterparts...................................................................................12
Section 6.10.     Inspection of Agreement........................................................................12
Section 6.11.     Adjustment of Number of [Preferred Stock] [Shares of Common Stock]; Notices....................12
Section 6.12.     Fractional Shares..............................................................................18
</TABLE>
<PAGE>
         THIS WARRANT AGREEMENT dated as of _____________  between U.S. Wireless
Corporation,  a corporation  duly  organized and existing  under the laws of the
State  of  Delaware   (herein  called  the  "Company")  and   _____________,   a
______________  organized and existing under the laws of  _________________,  as
Warrant Agent (hereinafter called the "Warrant Agent").

         WHEREAS,  the  Company  proposes  to issue  and sell from time to time,
either jointly or  separately,  certain of its (i) senior debt  securities  (the
"Senior  Debt  Securities"),  and/or  (ii)  subordinated  debt  securities  (the
"Subordinated  Debt Securities",  and, together with the Senior Debt Securities,
the "Debt  Securities"),  and/or  (iii)  preferred  stock,  par value  $.01 (the
"Preferred  Stock"),  and/or  (iv) common  stock,  par value $.01 per share (the
"Common  Stock"),   and/or  (v)  warrants  (the  "Warrants")  to  purchase  Debt
Securities, Preferred Stock or Common Stock, and/or (vi) units consisting of two
or more of the  foregoing  securities  (the "Units) in one or more  offerings on
terms determined at the time of sale; and

         WHEREAS,  the Company has  prepared and filed with the  Securities  and
Exchange  Commission  a  registration  statement  on Form S-3 (File No.  333- ),
including a  prospectus,  relating  to the  securities  described  above and the
offering  thereof  from  time to time in  accordance  with  Rule 415  under  the
Securities Act of 1933, as amended (the "1933 Act"); and

         [If Debt  Securities - WHEREAS,  the Company has entered into an senior
indenture   dated  as  of   _____________   (the   "Senior   Indenture"),   with
______________________________,  as trustee (such trustee,  and any successor to
such trustee, to be herein called the "Trustee"),  and a subordinated  indenture
dated as of  ____________  (the  "Subordinated  Indenture  and together with the
Senior Indenture,  the  "Indenture"),  with  ______________________________,  as
Trustee,  providing  for  the  issuance  from  time  to  time  of  its  [Senior]
[Subordinated] Debt Securities to be issued in one or more series as provided in
the Indenture; and]

         [If Preferred Stock - WHEREAS,  the Company has established a series of
Preferred  Stock in  accordance  with the  terms of the  Certificate  of Vote of
Directors  Establishing  a Series of a Class of Stock relating to such Preferred
Stock (the "Certificate of Vote"); and]

         [If Warrants attached - WHEREAS, the Company proposes to sell the [Debt
Securities]  [Preferred  Stock]  [Common  Stock] now being offered (the "Offered
Securities"  ) with warrant  certificates  evidencing  one or more warrants (the
"Warrants" or, individually, a "Warrant") representing the right to purchase the
[Debt Securities]  [Preferred Stock] [Common Stock] purchasable through exercise
of the Warrants (the "Warrant Securities"),  such warrant certificates and other
warrant  certificates  issued pursuant to this Agreement being herein called the
"Warrant Certificates"; and]

         [If  Warrants  alone - WHEREAS,  the Company  proposes to sell  warrant
certificates evidencing one or more warrants (the "Warrants" or, individually, a
"Warrant")  representing  the right to purchase the [Debt  Securities][Preferred
Stock][Common  Stock]  purchasable  through  exercise of Warrants] (the "Warrant
Securities"),  such warrant  certificates and other warrant  certificates issued
pursuant to this Agreement being herein called the "Warrant Certificates"; and]


<PAGE>
         WHEREAS,  the Company desires the Warrant Agent to act on behalf of the
Company,  and the  Warrant  Agent is willing to so act, in  connection  with the
issuance, exchange, exercise and replacement of the Warrant Certificates, and in
this Warrant  Agreement  wishes to set forth,  among other things,  the form and
provisions  of the Warrant  Certificates  and the terms and  conditions on which
they may be issued, exchanged, exercised and replaced;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
agreements herein contained, the parties hereto agree as follows:

                                   ARTICLE I.

                       ISSUANCE OF WARRANTS AND EXECUTION
                      AND DELIVERY OF WARRANT CERTIFICATES

Section  1.01.  Issuance of  Warrants.  [If  Offered  Securities  with  Warrants
Attached] - Warrants shall be [initially] issued in connection with the issuance
of the Offered  Securities  [but shall be separately  transferable  on and after
____________ (the "Detachable Date")][and shall not be separately transferable].
Warrant  Certificates  shall be  [initially]  issued in units  with the  Offered
Securities and each Warrant  Certificate  included in such a unit shall evidence
________ Warrants for each [share of Offered  Securities]  [$________  principal
amount  of  Offered  Securities  or its  equivalent  in a  foreign  currency  or
composite  currency]  included in such unit.] [If Warrants alone - Upon issuance
each Warrant  Certificate  shall  evidence one or more  Warrants.]  Each Warrant
evidenced thereby shall represent the right, subject to the provisions contained
herein and  therein,  to purchase  [________  shares of Warrant  Securities]  [a
Warrant  Security in the principal  amount of $_________ or its  equivalent in a
foreign currency or composite currency].

Section  1.02.  Execution  and  Delivery of Warrant  Certificates.  Each Warrant
Certificate,   whenever  issued,   shall  be  in  [bearer]   [registered]   form
substantially  in the form set forth in  Exhibit A hereto,  shall be dated as of
its  issue  date  and  may  have  such  letters,   numbers  or  other  marks  of
identification  or  designation  and  such  legends  or  endorsements   printed,
lithographed  or engraved  thereon as the officers of the Company  executing the
same may approve (execution thereof to be conclusive  evidence of such approval)
and as are not inconsistent with the provisions of this Agreement,  or as may be
required to comply  with any law or with any rule or  regulation  made  pursuant
thereto  or with any rule or  regulation  of any  stock  exchange  on which  the
Warrant  Certificates may be listed or authorized for trading,  or to conform to
usage. The Warrant  Certificates shall be signed on behalf of the Company by its
Chairman of the Board, the Chief Executive Officer,  President,  Chief Financial
Officer and Treasurer,  Executive Director, Global Treasury or Comptroller,  and
attested by its Clerk or any of its Assistant Clerks,  under its corporate seal.
Such  signatures  may be  manual  or  facsimile  signatures  of such  authorized
officers  and  may  be  imprinted  or  otherwise   reproduced   on  the  Warrant
Certificates.  The seal of the Company may be in the form of a facsimile thereof
and may be impressed,  affixed, imprinted or otherwise reproduced on the Warrant
Certificates.


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         No Warrant  Certificate shall be valid for any purpose,  and no Warrant
evidenced thereby shall be exercisable,  until such Warrant Certificate has been
countersigned by the Warrant Agent. Such signature by the Warrant Agent upon any
Warrant  Certificate  executed by the Company shall be conclusive  evidence that
the Warrant Certificate so countersigned has been duly issued hereunder.

         In case any  officer of the  Company  who shall have  signed any of the
Warrant Certificates either manually or by facsimile signature shall cease to be
such  officer  before  the  Warrant  Certificates  so  signed  shall  have  been
countersigned  and  delivered by the Warrant  Agent,  such Warrant  Certificates
nevertheless may be countersigned  and delivered as though the person who signed
such Warrant  Certificates had not ceased to be such officer of the Company, and
any Warrant  Certificate  may be signed on behalf of the Company by such persons
as, at the actual date of the  execution of such Warrant  Certificate,  shall be
the proper  officers of the  Company,  although at the date of the  execution of
this Agreement any such person was not such officer.

         Pending the preparation of definitive Warrant Certificates, the Company
may  execute,  and upon  the  order  of the  Company  the  Warrant  Agent  shall
authenticate  and deliver,  temporary  Warrant  Certificates  which are printed,
lithographed,  typewritten,  mimeographed or otherwise produced substantially of
the  tenor of the  definitive  Warrant  Certificates  in lieu of which  they are
issued and with such appropriate insertions, omissions,  substitutions and other
variations as the officers executing such Warrant Certificates may determine, as
evidenced by their execution of such Warrant Certificates.

         If temporary  Warrant  Certificates are issued,  the Company will cause
definitive Warrant Certificates to be prepared without unreasonable delay. After
the  preparation  of definitive  Warrant  Certificates,  the  temporary  Warrant
Certificates  shall be exchangeable  for definitive  Warrant  Certificates  upon
surrender of the temporary Warrant Certificates at the corporate trust office of
the Warrant Agent [or _________],  without charge to the holder.  Upon surrender
for cancellation of any one or more temporary Warrant Certificates,  the Company
shall execute and the Warrant Agent shall  authenticate  and deliver in exchange
therefor definitive Warrant Certificates  representing the same aggregate number
of Warrants. Until so exchanged, the temporary Warrant Certificates shall in all
respects be entitled to the same  benefits  under this  Agreement as  definitive
Warrant Certificates.

         [If  bearer  Warrants  - The term  "holder"  or  "holder  of a  Warrant
Certificate"  as used herein  shall mean [If Offered  Securities  with  Warrants
which are not immediately detachable, prior to the Detachable Date, the [bearer]
[registered owner] of the Offered Security to which such Warrant Certificate was
initially  attached,  and after such Detachable Date] the bearer of such Warrant
Certificate.]

         [If  registered  Warrants - The term  "holder"  or "holder of a Warrant
Certificate"  as used herein shall mean any person in whose name at the time any
Warrant  Certificate  shall be registered upon the books to be maintained by the
Warrant Agent for that purpose [If Offered  Securities  with Warrants  which are
not  immediately  detachable  - or upon the  register of the Offered  Securities
prior to the Detachable  Date.] The Company will, or will cause the registrar of
the Offered Securities to, make available at all times to the Warrant Agent such
information  as to holders of the  Offered  Securities  with  Warrants as may be
necessary to keep the Warrant Agent's records up to date.]


<PAGE>
Section 1.03. Issuance of Warrant Certificates.  Warrant Certificates evidencing
the right to purchase [___ shares] [an aggregate  principal amount not exceeding
$_________]  of Warrant  Securities or its  equivalent in a foreign  currency or
composite  currency (except as provided in Sections 2.03(c),  3.02 and 4.01) may
be executed by the Company and delivered to the Warrant Agent upon the execution
of this Warrant  Agreement or from time to time  thereafter.  The Warrant  Agent
shall,  upon  receipt of Warrant  Certificates  duly  executed  on behalf of the
Company,  countersign Warrant Certificates  evidencing Warrants representing the
right to purchase [____ shares] [up to $___________  aggregate principal amount]
of Warrant  Securities  or its  equivalent  in a foreign  currency or  composite
currency and shall deliver such Warrant Certificates to or upon the order of the
Company.  Subsequent to such original issuance of the Warrant Certificates,  the
Warrant  Agent  shall  countersign  a Warrant  Certificate  only if the  Warrant
Certificate  is issued in exchange or  substitution  for one or more  previously
countersigned  Warrant  Certificates [If registered  Warrants - or in connection
with their transfer], as hereinafter provided.

                                   ARTICLE II.

                WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

Section  2.01.  Warrant  Price.  [On  __________,  ] the exercise  price of each
Warrant is  [$]___________.  [During  the period  from  __________  through  and
including _________, the exercise price of each Warrant will be [$]________ plus
[accreted  original  issue  discount]  [accrued  interest]  from  ________.   On
_________,  the exercise price of each Warrant will be [$]_________.  During the
period from ____________,  through and including __________,  the exercise price
of each  Warrant  will  be  [$]_______________  plus  [accreted  original  issue
discount] [accrued interest] from ___________;  [in each case the original issue
discount  will be accreted  at a __% annual  rate,  computed  on a  [semiannual]
[annual]  basis using a 360-day year  consisting of twelve  30-day  months;] [in
each case  accrued  interest  will be  computed  at a rate equal to __%]].  Such
purchase price of Warrant  Securities may be denominated in U.S.  dollars or its
equivalent in a foreign currency or composite  currency and may be determined in
reference  to an index and is  referred  to in this  Agreement  as the  "Warrant
Price." [The original issue discount for each $1,000 principal amount of Warrant
Securities  (or its  equivalent  thereof  in a  foreign  currency  or  composite
currency) is [$]_____________.]

Section  2.02.  Duration  of  Warrants.  Each  Warrant  evidenced  by a  Warrant
Certificate  may be exercised in whole at any time, as specified  herein,  on or
after [the date thereof]  [_____________] and at or before the close of business
on  _____________  (the  "Expiration  Date").  Each Warrant not  exercised at or
before the close of business on the  Expiration  Date shall become void, and all
rights of the holder of the  Warrant  Certificate  evidencing  such  Warrant and
under this Agreement shall cease.

Section 2.03. Exercise of Warrants. During the period specified in Section 2.02,
any whole number of Warrants,  if the Warrant  Certificate  evidencing  the same
shall  have  been  countersigned  by the  Warrant  Agent,  may be  exercised  by
providing  certain  information  set forth on the  reverse  side of the  Warrant
Certificate  and by paying in full,  [in cash or by certified  check or official
bank check or by bank wire  transfer,  in each case,] [by bank wire transfer] in
immediately  available funds, the Warrant Price for each Warrant  exercised,  to
the Warrant Agent at its corporate  trust  office,  ____________________  [or at
________________________],  provided  that such  exercise  is subject to receipt
within  five  Business  Days (as  defined  in  Section  6.11(f)  hereof) of such
[payment] [wire transfer] by the Warrant Agent of the Warrant  Certificate  with
the form of  election to purchase  Warrant  Securities  set forth on the reverse
side of the Warrant Certificate  properly completed and duly executed.  The date
on which  payment in full of the Warrant  Price is received by the Warrant Agent
shall, subject to receipt of the Warrant Certificate as aforesaid,  be deemed to
be the date on which the Warrant is  exercised.  The Warrant Agent shall deposit
all funds  received by it in payment of the Warrant  Price in the account of the
Company  maintained  with it for such  purpose  and shall  advise the Company by
telephone at the end of each day on which a [payment]  [wire  transfer]  for the
exercise of Warrants is received of the amount so deposited to its account.  The
Warrant Agent shall promptly  confirm such  telephonic  advice to the Company in
writing.


<PAGE>
(a) The Warrant  Agent  shall,  from time to time,  as promptly as  practicable,
advise  the  Company  [and the  Trustee  under the  Indenture]  of the number of
Warrants exercised in accordance with the terms and conditions of this Agreement
and the  Warrant  Certificates,  (ii) the  instructions  of each  holder  of the
Warrant  Certificates  evidencing  such Warrants with respect to delivery of the
Warrant  Securities to which such holder is entitled upon such  exercise,  (iii)
delivery of Warrant Certificates evidencing the balance, if any, of the Warrants
remaining  after such exercise,  and (iv) such other  information as the Company
[or the Trustee] shall reasonably require.

(b) As soon as  practicable  after the exercise of any Warrant or Warrants,  the
Company shall issue[, pursuant to the Indenture, in authorized  denominations to
or upon the  order of the  holder of the  Warrant  Certificate  evidencing  such
Warrant or Warrants,] the Warrant  Security or Warrant  Securities to which such
holder is entitled,  in fully registered form,  registered in such name or names
as may be  directed  by such  holder;  and,  if fewer  than all of the  Warrants
evidenced by such Warrant Certificate were exercised, the Company shall execute,
and an authorized  officer of the Warrant Agent shall manually  countersign  and
deliver  to or  upon  the  order  of  such  holder,  a new  Warrant  Certificate
evidencing the number of Warrants remaining unexercised.

(c) The  Company  shall not be  required  to pay any stamp or other tax or other
governmental charge required to be paid in connection with any transfer involved
in the issue of the Warrant Securities;  and in the event that any such transfer
is involved,  the Company  shall not be required to issue or deliver any Warrant
Securities  until such tax or other  charge  shall have been paid or it has been
established  to the Company's  satisfaction  that no such tax or other charge is
due.


<PAGE>
                                  ARTICLE III.

                     OTHER PROVISIONS RELATING TO RIGHTS OF

                         HOLDERS OF WARRANT CERTIFICATES

Section  3.01.  No Rights as Warrant  Securityholders  Conferred  by Warrants or
Warrant Certificates.  No Warrant Certificate or Warrant evidenced thereby shall
entitle  the  holder  thereof  to any of the  rights of a holder of the  Warrant
Securities,  including,  without  limitation,  the right [to vote or] to receive
payments of [dividends or distributions of any kind] [principal of (and premium,
if any,) or interest, if any, on the Warrant Securities or to enforce any of the
covenants in the Indenture].

Section 3.02. Lost, Stolen,  Mutilated or Destroyed Warrant  Certificates.  Upon
receipt by the Company and the Warrant Agent of evidence reasonably satisfactory
to them of the ownership of and the loss,  theft,  destruction  or mutilation of
any Warrant Certificate and of indemnity reasonably satisfactory to them and, in
the  case of  mutilation,  upon  surrender  thereof  to the  Warrant  Agent  for
cancellation, then, in the absence of notice to the Company or the Warrant Agent
that such Warrant  Certificate has been acquired by a bona fide  purchaser,  the
Company  shall  execute,  and an  authorized  officer of the Warrant Agent shall
manually  countersign  and  deliver,  in  exchange  for or in lieu of the  lost,
stolen, destroyed or mutilated Warrant Certificate, a new Warrant Certificate of
the same tenor and  evidencing a like number of  Warrants.  Upon the issuance of
any new  Warrant  Certificate  under this  Section,  the Company may require the
payment of a sum sufficient to cover any tax or other  governmental  charge that
may be imposed in relation  thereto and any other  expenses  (including the fees
and expenses of the Warrant  Agent) in connection  therewith.  Every  substitute
Warrant  Certificate  executed and delivered pursuant to this Section in lieu of
any lost, stolen or destroyed Warrant  Certificate shall represent an additional
contractual  obligation  of the  Company,  whether  or not the  lost,  stolen or
destroyed Warrant  Certificate  shall be at any time enforceable by anyone,  and
shall  be  entitled  to the  benefits  of this  Warrant  Agreement  equally  and
proportionately  with any and all other Warrant  Certificates  duly executed and
delivered  hereunder.  The  provisions  of this Section are  exclusive and shall
preclude (to the extent  lawful) all other  rights and remedies  with respect to
the replacement of mutilated, lost, stolen or destroyed Warrant Certificates.

Section 3.03. Holder of Warrant Certificate May Enforce Rights.  Notwithstanding
any of the  provisions  of this  Warrant  Agreement,  any  holder  of a  Warrant
Certificate, without the consent of the Warrant Agent, [the Trustee,] the holder
of any Warrant Securities or the holder of any other Warrant  Certificate,  may,
in his own  behalf  and for his own  benefit,  enforce,  and may  institute  and
maintain any suit, action or proceeding against the Company suitable to enforce,
or  otherwise  in respect  of, his right to  exercise  the  Warrant or  Warrants
evidenced  by his  Warrant  Certificate  in the manner  provided  in his Warrant
Certificate and in this Warrant Agreement.


<PAGE>
                                  ARTICLE IV.

                  EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES

Section  4.01.  Exchange  and  Transfer  of Warrant  Certificates.  [If  Offered
Securities  with Warrants which are  immediately  detachable or Warrants alone -
Upon] [If Offered Securities with Warrants which are not immediately  detachable
- Prior  to the  Detachable  Date a  Warrant  Certificate  may be  exchanged  or
transferred  only  together  with the  Offered  Security  to which  the  Warrant
Certificate was initially attached, and only for the purposes of effecting or in
conjunction with an exchange or transfer of such Offered  Security.  On or prior
to the Detachable Date, each transfer of the Offered Security on the register of
the  Offered  Securities  shall  operate  also to transfer  the related  Warrant
Certificates.  After the Detachable  Date upon] surrender at the corporate trust
office  of the  Warrant  Agent  or  [__________],  Warrant  Certificates  may be
exchanged for other Warrant  Certificates in denominations  evidencing Warrants,
each  Warrant   entitling  the  holder   thereof  to  purchase   [_____  shares]
[$_____________  principal  amount of Warrant  Securities or its equivalent in a
foreign  currency or  composite  currency] at the Warrant  Price [If  registered
Warrants - or may be  transferred  in whole or in part] [If bearer or registered
Warrants  - provided  that such other  Warrant  Certificates  evidence  the same
aggregate number of Warrants as the Warrant  Certificates so  surrendered.]  [If
registered  Warrants - The  Warrant  Agent shall keep,  at its  corporate  trust
office  [or  at  __________],   books  in  which,  subject  to  such  reasonable
regulations  as it may  prescribe,  it shall register  Warrant  Certificates  in
accordance with Section 1.02 and transfers of outstanding Warrant  Certificates,
upon surrender of the Warrant Certificates to the Warrant Agent at its corporate
trust office [or at ______] for transfer,  properly  endorsed or  accompanied by
appropriate  instruments of transfer and written instructions for transfer,  all
in form  satisfactory  to the Company and the Warrant  Agent.] No service charge
shall be made for any  exchange  or transfer  of Warrant  Certificates,  but the
Company may require  payment of a sum sufficient to cover any stamp or other tax
or other  governmental  charge that may be imposed in  connection  with any such
exchange or transfer.  Whenever any Warrant  Certificates are so surrendered for
exchange  or  transfer  an  authorized   officer  of  the  Warrant  Agent  shall
countersign  and  deliver to the person or  persons  entitled  thereto a Warrant
Certificate or Warrant Certificates duly authorized and executed by the Company,
as so requested.  The Warrant Agent shall not be required to effect any exchange
or  transfer  which  will  result  in  the  issuance  of a  Warrant  Certificate
evidencing  a fraction of a Warrant or a number of full  Warrants and a fraction
of a Warrant.  All Warrant  Certificates issued upon any exchange or transfer of
Warrant  Certificates shall be the valid obligations of the Company,  evidencing
the same  obligations,  and  entitled to the same  benefits  under this  Warrant
Agreement,  as  the  Warrant  Certificates  surrendered  for  such  exchange  or
transfer.

Section  4.02.  Treatment  of  Holders  of  Warrant  Certificates.  [If  Offered
Securities with bearer  Warrants which are not immediately  detachable - Subject
to Section 4.01,  each] [If Offered  Securities  with bearer  Warrants which are
immediately  detachable or bearer  Warrants  alone - Each]  Warrant  Certificate
shall be transferable by delivery and shall be deemed  negotiable and the bearer
of each Warrant Certificate may be treated by the Company, the Warrant Agent and
all other persons dealing with such bearer as the absolute owner thereof for any
purpose and as the person  entitled to exercise  the rights  represented  by the
Warrants evidenced  thereby,  any notice to the contrary  notwithstanding.]  [If
registered  Warrants  alone or  registered  Warrants  which are not  immediately
detachable  - Every  holder of a Warrant  Certificate,  by  accepting  the same,
consents  and  agrees  with the  Company,  the  Warrant  Agent  and  with  every
subsequent holder of such Warrant Certificate that until the Warrant Certificate
is transferred on the books of the Warrant Agent [or the register of the Offered
Securities prior to the Detachable  Date], the Company and the Warrant Agent may
treat the registered holder as the absolute owner thereof for any purpose and as
the person entitled to exercise the rights represented by the Warrants evidenced
thereby, any notice to the contrary notwithstanding.]


<PAGE>
Section 4.03.  Cancellation  of Warrant  Certificates.  Any Warrant  Certificate
surrendered for exchange, transfer or exercise of the Warrants evidenced thereby
shall, if surrendered to the Company, be delivered to the Warrant Agent, and all
Warrant  Certificates  surrendered or so delivered to the Warrant Agent shall be
promptly cancelled by the Warrant Agent and shall not be reissued and, except as
expressly  permitted by this Warrant Agreement,  no Warrant Certificate shall be
issued hereunder in exchange or in lieu thereof. The Warrant Agent shall deliver
to the  Company  from time to time or  otherwise  dispose of  cancelled  Warrant
Certificates in a manner satisfactory to the Company.

                                   ARTICLE V.

                          CONCERNING THE WARRANT AGENT

Section 5.01. Warrant Agent. The Company hereby appoints ____________ as Warrant
Agent of the Company in respect of the  Warrants  and the  Warrant  Certificates
upon the terms and subject to the conditions  herein set forth; and ____________
hereby  accepts such  appointment.  The Warrant  Agent shall have the powers and
authority  granted to and  conferred  upon it in the  Warrant  Certificates  and
hereby and such further  powers and authority to act on behalf of the Company as
the  Company  may  hereafter  grant to or confer  upon it.  All of the terms and
provisions  with respect to such powers and  authority  contained in the Warrant
Certificates are subject to and governed by the terms and provisions hereof.

Section  5.02.  Conditions  of Warrant  Agent's  Obligations.  The Warrant Agent
accepts its obligations  herein set forth upon the terms and conditions  hereof,
including the following,  to all of which the Company agrees and to all of which
the  rights  hereunder  of  the  holders  from  time  to  time  of  the  Warrant
Certificates shall be subject:

(a)  Compensation  and  Indemnification.  The Company  agrees to pay the Warrant
Agent  promptly  the  compensation  to be agreed  upon with the  Company for all
services  rendered by the Warrant  Agent and to reimburse  the Warrant Agent for
reasonable  out-of-pocket  expenses (including reasonable counsel fees) incurred
by the Warrant Agent in connection with the services  rendered  hereunder by the
Warrant  Agent.  The Company also agrees to indemnify the Warrant Agent for, and
to hold it harmless against,  any loss,  liability,  or expense incurred without
negligence or bad faith on the part of the Warrant  Agent,  arising out of or in
connection with its acting as such Warrant Agent hereunder, as well as the costs
and expenses of defending against any claim or liability in the premises.


<PAGE>
(b) Agent for the  Company.  In  acting  under  this  Warrant  Agreement  and in
connection with the Warrants, the Warrant Agent is acting solely as agent of the
Company and does not assume any  obligation or  relationship  of agency or trust
with any of the owners or holders of the Warrants.

(c) Documents. The Warrant Agent shall be protected and shall incur no liability
for or in respect of any action taken or thing  suffered by it in reliance  upon
any Warrant Certificates,  notice, direction, consent,  certificate,  affidavit,
statement or other paper or document reasonably believed by it to be genuine and
to have been presented or signed by the proper parties.

(d) Certain  Transactions.  The Warrant Agent,  and its officers,  directors and
employees,  may become the owner of, or acquire any interest  in, any  Warrants,
with the same rights that it or they would have if it were not the Warrant Agent
hereunder, and, to the extent permitted by applicable law, it or they may engage
or be interested in any financial or other  transaction with the Company and may
act on, or as depositary, trustee or agent for, any committee or body of holders
of Warrant  Securities  or other  obligations  of the Company as freely as if it
were not the Warrant Agent hereunder.  [Nothing in this Warrant  Agreement shall
be deemed to  prevent  the  Warrant  Agent  from  acting  as  Trustee  under the
Indenture.]

(e) No Liability for Interest. The Warrant Agent shall not be under any
liability  for interest on any monies at any time received by it pursuant to any
of the provisions of this Warrant Agreement or of the Warrants.

(f) No Liability for Invalidity. The Warrant Agent shall not incur any
liability with respect to the validity of any of the Warrants.

(g) No  Responsibility  for  Representations.  The  Warrant  Agent  shall not be
responsible for any of the recitals or representations  herein or in the Warrant
Certificates  contained  (except  as to  the  Warrant  Agent's  countersignature
thereon), all of which are made solely by the Company.

(h) No Implied Obligations. The Warrant Agent shall be obligated to perform such
duties as are herein and in the Warrant Certificates  specifically set forth and
no  implied  duties or  obligations  shall be read into  this  Agreement  or the
Warrant  Certificates  against the Warrant Agent. The Warrant Agent shall not be
under any obligation to take any action  hereunder  which may tend to involve it
in any expense or  liability,  the payment of which within a reasonable  time is
not, in its  reasonable  opinion,  assured to it. The Warrant Agent shall not be
accountable  or under any duty or  responsibility  for the use by the Company of
any of the Warrant Certificates authenticated by the Warrant Agent and delivered
by it to the Company  pursuant to this  Agreement or for the  application by the
Company of the  proceeds of the Warrant  Certificates.  The Warrant  Agent shall
have no duty or  responsibility  in case of any  default  by the  Company in the
performance  of its covenants or agreements  contained  herein or in the Warrant
Certificates  or in the case of the receipt of any written  demand from a holder
of a Warrant  Certificate  with  respect  to such  default,  including,  without
limiting the generality of the foregoing, any duty or responsibility to initiate
or attempt  to  initiate  any  proceedings  at law or  otherwise  or,  except as
provided in Section 6.02 hereof, to make any demand upon the Company.


<PAGE>
Section 5.03. Resignation and Appointment of Successor.  The Company agrees, for
the benefit of the holders from time to time of the Warrant  Certificates,  that
there  shall at all times be a Warrant  Agent  hereunder  until all the  Warrant
Certificates are no longer exercisable.

(a) The  Warrant  Agent may at any time  resign as such agent by giving  written
notice to the  Company of such  intention  on its part,  specifying  the date on
which its desired  resignation  will become  effective;  provided that such date
shall not be less than three months after the date on which such notice is given
unless the Company agrees to accept less notice. The Warrant Agent hereunder may
be removed at any time by the filing with it of an instrument in writing  signed
by or on behalf of the Company and specifying  such removal and the date when it
shall become  effective.  Such resignation or removal shall take effect upon the
appointment by the Company,  as  hereinafter  provided,  of a successor  Warrant
Agent (which shall be a bank or trust company  authorized  under the laws of the
jurisdiction  of its  organization  to exercise  corporate trust powers) and the
acceptance of such appointment by such successor  Warrant Agent. The obligations
of the Company  under  Section  5.02(a)  shall  continue to the extent set forth
therein notwithstanding the resignation or removal of the Warrant Agent.

(b) In case at any time the Warrant Agent shall become  incapable of acting,  or
shall be  adjudged a bankrupt  or  insolvent,  or shall file a petition  seeking
relief under Title 11 of the United States Code, as now constituted or hereafter
amended,  or under any  other  applicable  Federal  or State  bankruptcy  law or
similar law or make an assignment for the benefit of its creditors or consent to
the appointment of a receiver or custodian of all or any substantial part of its
property or assets,  or shall admit in writing its  inability to pay or meet its
debts as they  mature,  or if a  receiver  or  custodian  of it or of all or any
substantial part of its property or assets shall be appointed, or if an order of
any court shall be entered for relief  against it under the  provisions of Title
11 of the United States Code, as now constituted or hereafter amended,  or under
any other  applicable  Federal or State  bankruptcy  or similar  law,  or if any
public officer shall have taken charge or control of the Warrant Agent or of its
property  or  affairs,  for  the  purpose  of  rehabilitation,  conservation  or
liquidation,  it shall be  disqualified  from  serving  as  Warrant  Agent and a
successor  Warrant  Agent,  qualified  as  aforesaid,  shall be appointed by the
Company by an instrument in writing,  filed with the  successor  Warrant  Agent.
Upon the appointment as aforesaid of a successor Warrant Agent and acceptance by
the  successor  Warrant  Agent  of  such  appointment,   the  Warrant  Agent  so
disqualified shall cease to be Warrant Agent hereunder.

(c) Any successor Warrant Agent appointed  hereunder shall execute,  acknowledge
and deliver to its predecessor  and to the Company an instrument  accepting such
appointment  hereunder,  and thereupon  such successor  Warrant  Agent,  without
further act, deed or conveyance, shall become vested with all authority, rights,
powers, trusts, immunities, duties and obligations of such predecessor with like
effect as if originally named as Warrant Agent hereunder,  and such predecessor,
upon  payment of its charges and  disbursements  then  unpaid,  shall  thereupon
become obligated to transfer,  deliver and pay over, and such successor  Warrant
Agent shall be entitled to receive, all monies, securities and other property on
deposit with or held by such predecessor, as Warrant Agent hereunder.


<PAGE>
(d) Any  corporation  into which the Warrant  Agent  hereunder  may be merged or
converted or any corporation  with which the Warrant Agent may be  consolidated,
or any corporation  resulting from any merger,  conversion or  consolidation  to
which  the  Warrant  Agent  shall be a party,  or any  corporation  to which the
Warrant  Agent shall sell or  otherwise  transfer all or  substantially  all the
assets and business of the Warrant Agent, provided that it shall be qualified as
aforesaid,  shall be the successor  Warrant  Agent under this Warrant  Agreement
without the  execution  or filing of any paper or any further act on the part of
any of the parties hereto.

Section 5.04. Payment of Taxes. The Company will pay all stamp and other duties,
if any, to which,  under the laws of the United States of America,  this Warrant
Agreement or the original issuance of the Warrant Certificates may be subject.

                                   ARTICLE VI.

                                  MISCELLANEOUS

Section 6.01.  Amendment.  This Warrant  Agreement may be amended by the parties
hereto,  without the consent of the holder of any Warrant  Certificate,  for the
purpose of curing any ambiguity,  or of curing,  correcting or supplementing any
defective  provision  contained  herein,  or making  any other  provisions  with
respect to matters or  questions  arising  under this  Warrant  Agreement as the
Company and the Warrant  Agent may deem  necessary or  desirable;  provided that
such  action  shall not  adversely  affect the  interests  of the holders of the
Warrant Certificates.

Section  6.02.  Notices and Demands to the  Company  and Warrant  Agent.  If the
Warrant Agent shall receive any notice or demand addressed to the Company by the
holder  of a Warrant  Certificate  pursuant  to the  provisions  of the  Warrant
Certificates, the Warrant Agent shall promptly forward such notice of demand to
the Company.

Section  6.03.  Addresses.  Any  communications  from the Company to the Warrant
Agent  with   respect  to  this   Warrant   Agreement   shall  be  addressed  to
_____________,  Attention: ____________, and any communications from the Warrant
Agent to the Company with respect to this Warrant  Agreement  shall be addressed
to  U.S.  Wireless  Corporation,  2303  Camino  Ramon,  Suite  200,  San  Ramon,
California 94583, Attention:  General Counsel (or such other address as shall be
specified in writing by the Warrant Agent or by the Company).

Section 6.04.  Applicable Law. The validity,  interpretation  and performance of
this Warrant Agreement and each Warrant  Certificate issued hereunder and of the
respective  terms and  provisions  thereof  shall be governed by the laws of the
State of New York.

Section 6.05.  Delivery of  Prospectus.  The Company will furnish to the Warrant
Agent  sufficient  copies of a  prospectus  relating to the  Warrant  Securities
deliverable upon exercise of Warrants (the "Prospectus"),  and the Warrant Agent
agrees that upon the exercise of any Warrant,  the Warrant Agent will deliver to
the holder of the  Warrant  Certificate  evidencing  such  Warrant,  prior to or
concurrently  with the  delivery  of the  Warrant  Securities  issued  upon such
exercise, a Prospectus.


<PAGE>
Section 6.06. Obtaining of Governmental Approvals. The Company will from time to
time take all action which may be necessary to obtain and keep effective any and
all permits, consents and approvals of governmental agencies and authorities and
securities  acts filings under United States Federal and State laws  (including,
without limitation, maintenance of the effectiveness of a registration statement
in respect of the Warrants and Warrant  Securities  under the  Securities Act of
1933),  which may be or become requisite in connection with the issuance,  sale,
transfer,  and  delivery  of  the  Warrant  Certificates,  the  exercise  of the
Warrants,  the issuance,  sale,  transfer and delivery of the Warrant Securities
issued upon exercise of the Warrants or upon the expiration of the period during
which the Warrants are exercisable.

Section 6.07.  Persons  Having Rights under Warrant  Agreement.  Nothing in this
Warrant Agreement expressed or implied and nothing that may be inferred from any
of the provisions hereof is intended, or shall be construed,  to confer upon, or
give to, any person or corporation other than the Company, the Warrant Agent and
the holders of the Warrant  Certificates any right,  remedy or claim under or by
reason of this Warrant  Agreement or of any  covenant,  condition,  stipulation,
promise  or  agreement  hereof;  and all  covenants,  conditions,  stipulations,
promises and  agreements in this Warrant  Agreement  contained  shall be for the
sole and  exclusive  benefit  of the  Company  and the  Warrant  Agent and their
successors and of the holders of the Warrant Certificates.

Section 6.08. Headings. The descriptive headings of the several Articles
and Sections of this Warrant Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.

Section 6.09. Counterparts. This Warrant Agreement may be executed in any
number  of  counterparts,  each of which so  executed  shall be  deemed to be an
original;  but such counterparts shall together  constitute but one and the same
instrument.

Section 6.10. Inspection of Agreement. A copy of this Warrant Agreement shall be
available at all reasonable times at the principal corporate trust office of the
Warrant  Agent for  inspection  by the holder of any  Warrant  Certificate.  The
Warrant  Agent may require  such holder to submit his  Warrant  Certificate  for
inspection by it.

Section  6.11.  Adjustment  of Number of  [Preferred  Stock]  [Shares  of Common
Stock];  Notices.  The number of  [Preferred  Stock]  [shares  of Common  Stock]
purchasable  upon the exercise of each Warrant (the "Exercise  Rate") is subject
to adjustment  from time to time as provided in this Section or as may otherwise
be provided in an amendment hereto, subject to Section 6.01 hereof.

(a) Dividends or Distributions in [Preferred Stock] [Shares of Common Stock]. In
case the  Company  shall pay or make a dividend  or other  distribution  on [any
class or series of Preferred  Stock for which  Warrants may be  exercised]  [its
Common  Stock] in [such  Preferred  Stock]  [shares  of its Common  Stock],  the
Exercise Rate in effect at the opening of business on the day following the date
fixed for the determination of stockholders entitled to receive such dividend or
other  distribution  shall be  increased  by dividing  such  Exercise  Rate by a
fraction of which the numerator shall be the number of shares of [such Preferred
Stock] [Common Stock] outstanding at the close of business on the date fixed for
such determination and the denominator shall be the sum of such number of shares
and the total number of shares constituting such dividend or other distribution,
such increase to become effective  immediately  after the opening of business on
the day  following  the date fixed for such  determination.  For the purposes of
this paragraph (a), the number of shares of [Preferred  Stock] [Common Stock] at
any time  outstanding  shall not  include  shares  held in the  treasury  of the
Company.  The  Company  will not pay any  dividend or make any  distribution  on
shares of [Preferred Stock] [Common Stock] held in the treasury of the Company.


<PAGE>
(b) Rights or  Warrants.  In case the Company  shall issue rights or warrants to
all holders of [a class or series of its Preferred  Stock for which Warrants may
be exercised]  [shares of its Common Stock]  entitling  them to subscribe for or
purchase  shares of [such  Preferred  Stock] [Common Stock] at a price per share
less than the  current  market  price  per  share  (determined  as  provided  in
paragraph (f) of this Section) of [such  Preferred  Stock] [Common Stock] on the
date fixed for the determination of stockholders entitled to receive such rights
or warrants,  the Exercise  Rate in effect at the opening of business on the day
following the date fixed for such  determination  shall be increased by dividing
such Exercise  Rate by a fraction of which the numerator  shall be the number of
shares of [such  Preferred  Stock]  [Common  Stock]  outstanding at the close of
business on the date fixed for such  determination  plus the number of shares of
[such Preferred  Stock] [Common Stock] which the aggregate of the offering price
of the  total  number  of shares of [such  Preferred  Stock]  [Common  Stock] so
offered for subscription or purchase would purchase at such current market price
and the  denominator  shall be the  number of shares of [such  Preferred  Stock]
[Common  Stock]  outstanding at the close of business on the date fixed for such
determination plus the number of shares of [such Preferred Stock] [Common Stock]
so offered for  subscription  or  purchase,  such  increase to become  effective
immediately  after the opening of business on the day  following  the date fixed
for such  determination.  For the purposes of this  paragraph (b), the number of
shares of [Preferred  Stock]  [Common Stock] at any time  outstanding  shall not
include  shares held in the  treasury of the  Company but shall  include  shares
issuable in respect of scrip certificates  issued in lieu of fractions of shares
of [Preferred  Stock] [Common  Stock].  The Company will not issue any rights or
warrants in respect of shares of [Preferred  Stock]  [Common  Stock] held in the
treasury of the Company.

(c) Subdivision or Combination. In case outstanding shares of [a class or series
of its Preferred Stock for which Warrants are exercisable]  [Common Stock] shall
be subdivided into a greater number of shares of [such Preferred  Stock] [Common
Stock],  the  Exercise  Rate in effect at the  opening  of  business  on the day
following  the day  upon  which  such  subdivision  becomes  effective  shall be
proportionately  increased,  and,  conversely,  in case outstanding shares of [a
class or series of its  Preferred  Stock for  which  Warrants  are  exercisable]
[Common  Stock] shall each be combined into a smaller  number of shares of [such
Preferred  Stock] [Common Stock],  the Exercise Rate in effect at the opening of
business  on the day  following  the day upon  which  such  combination  becomes
effective shall be proportionately  reduced, such increase or reduction,  as the
case may be, to become  effective  immediately  after the opening of business on
the day following the day upon which such  subdivision  or  combination  becomes
effective.

(d) Dividend or Distribution  of Assets.  In case the Company shall, by dividend
or  otherwise,  distribute to all holders of [a class or series of its Preferred
Stock for which Warrants are exercisable] [shares of its Common Stock] evidences
of its indebtedness or assets (including securities, but excluding any rights or
warrants  referred  to in  paragraph  (b)  of  this  Section,  any  dividend  or
distribution  paid in cash out of the  retained  earnings of the Company and any
dividend or  distribution  referred to in paragraph  (a) of this  Section),  the
Exercise  Rate  shall be  adjusted  so that  the  same  shall  equal  the  price
determined  by dividing the  Exercise  Rate in effect  immediately  prior to the
close of  business  on the date  fixed  for the  determination  of  stockholders
entitled to receive such distribution by a fraction of which the numerator shall
be the current  market price per share  (determined as provided in paragraph (f)
of this Section) of [such Preferred  Stock] [Common Stock] on the date fixed for
such  determination  less the then fair-market value (as determined by the Board
of Directors,  whose  determination shall be conclusive and described in a Board
Resolution  filed with the Warrant Agent and any other Registrar) of the portion
of the assets or evidences of  indebtedness  so  distributed  applicable  to one
share of [such Preferred Stock] [Common Stock] and the denominator shall be such
current market price per share of [such Preferred  Stock] [Common  Stock],  such
adjustment to become effective  immediately  prior to the opening of business on
the day following the date fixed for the determination of stockholders  entitled
to receive such distribution.


<PAGE>
(e)  Reclassification.  The  reclassification  of [a  class  or  series  of  its
Preferred Stock for which Warrants are exercisable] [the Company's Common Stock]
into securities other than such [Preferred Stock] [Common Stock] (other than any
reclassification  upon a consolidation  or merger to which paragraph (1) of this
Section  applies) shall be deemed to involve a distribution  of such  securities
other  than  such  [Preferred  Stock]  [Common  Stock] to all  holders  of [such
Preferred Stock] [Common Stock] (and the effective date of such reclassification
shall be deemed to be "the date  fixed  for the  determination  of  stockholders
entitled  to  receive   such   distribution"   and  "the  date  fixed  for  such
determination" within the meaning of paragraph (d) of this Section),  and (ii) a
subdivision or combination, as the case may be, of the number of shares of [such
Preferred  Stock]  [Common  Stock]   outstanding   immediately   prior  to  such
reclassification  into the number of shares of [such  Preferred  Stock]  [Common
Stock]  outstanding  immediately  thereafter  (and  the  effective  date of such
reclassification  shall be deemed  to be "The day upon  which  such  subdivision
becomes effective" or "The day upon which such combination  becomes  effective",
as the case may be,  and "the day upon  which such  subdivision  or  combination
becomes effective" within the meaning of paragraph (c) of this Section).

(f) Current Market Price.  For the purpose of any computation  under  paragraphs
(b) and (d) of this  Section,  the current  market price per share of [Preferred
Stock] [Common Stock] on any date shall be deemed to be the average of the daily
closing  prices for the 15  consecutive  Business  Days  selected by the Company
commencing  not less than 20 nor more than 30  Business  Days  before the day in
question.  The closing price for each day shall be the last reported sales price
regular  way or, in case no such  reported  sale  takes  place on such day,  the
average of the reported closing bid and asked prices regular way, in either case
on the New York Stock Exchange or, if such  [Preferred  Stock are] [Common Stock
is] not  listed or  admitted  to  trading  on such  Exchange,  on the  principal
national  securities  exchange on which such [Preferred Stock are] [Common Stock
is] listed or  admitted  to trading  or, if not listed or admitted to trading on
any national  securities  exchange,  on the Nasdaq  National  Market or, if such
[Preferred Stock are] [Common Stock is] not listed or admitted to trading on any
national  securities  exchange or quoted on such  Nasdaq  National  Market,  the
average of the closing bid and asked  prices in the  over-the-counter  market as
furnished by any New York Stock Exchange  member firm selected from time to time
by the Company for the purpose. In the event that no such market trading exists,
the current  market price will be  determined  by three  independent  nationally
reorganized  investment  banking firms selected by the Company in such manner as
the Board of  Directors  deems  appropriate.  "Business  Day" means each Monday,
Tuesday,  Wednesday,  Thursday  and Friday  which is not a day on which  banking
institutions  where Warrants may be  surrendered  for exercise are authorized or
obligated by law or executive order to close.

(g) Adjustments for Tax Purposes.  The Company may make such  adjustments in the
Exercise Rate, in addition to those required by paragraphs (a), (b), (c) and (d)
of this Section, as it considers to be advisable in order that any event treated
for federal income tax purposes as a dividend of stock or stock rights shall not
be taxable to the recipients.

(h) No  Adjustment  Below Par  Value.  Notwithstanding  the  provisions  of this
Section,  the Exercise Rate shall not be increased  such that the price paid per
share  would be less than the par value  thereof  as a result of any  adjustment
made hereunder  unless,  under  applicable  law then in effect,  Warrants may be
exercised,  at such lower  Exercise  Rate,  for legally  issued,  fully paid and
nonassessable shares of [Preferred Stock] [Common Stock].


<PAGE>
(i)  Permitted  Distributions.  The granting of the right to purchase  shares of
[Preferred  Stock] [Common Stock]  (whether from treasury  shares or otherwise),
pursuant to (i) any dividend or interest  reinvestment plan or [Preferred Stock]
[Common  Stock]  purchase plan  providing for the  reinvestment  of dividends or
interest  payable on securities of the Company and/or the investment of periodic
optional  payments;  and (ii) any stock option plans and/or employee  benefit or
similar  plans shall not be deemed to  constitute an issue of rights or warrants
by the Company.

(j) No  Adjustments  Necessary.  No  adjustment  in the  Exercise  Rate shall be
required  unless  such  adjustment  would  require an increase or decrease of at
least one percent in such Exercise Rate, provided,  however, that any adjustment
which by  reason  of this  paragraph  (j) is not  required  to be made  shall be
carried  forward  and taken  into  account  in any  subsequent  adjustment.  All
calculations  under this  Section  shall be made to the  nearest  cent or to the
nearest 1/100 of a share, as the case may be.

(k) Notice of  Adjustment.  Whenever  the  Exercise  Rate is  adjusted as herein
provided,  the Company  shall  forthwith  compute the adjusted  Exercise Rate in
accordance  herewith  and  prepare a  certificate  signed by an  officer  of the
Company  setting  forth the  adjusted  Exercise  Rate and showing in  reasonable
detail the facts upon which such adjustment is based, and such certificate shall
forthwith be filed with the Warrant Agent and any other Registrar and (ii) cause
a notice  stating  that  such  adjustment  has been  effected  and the  adjusted
Exercise Rate to be mailed to the holders of Warrants at their last addresses as
they shall appear on the Warrant Register.

(l) Successor Company. In case of any  reclassification or change of outstanding
shares of [the class or series of Preferred  Stock issuable upon exercise of the
Warrants] [Common Stock] (other than a change in par value, or from par value to
no par value, or from no par value to par value, or as a result of a subdivision
or  combination),  or in case of any merger or consolidation of the Company with
one or more other  corporations  (other than a merger or  consolidation in which
the  Company  is the  continuing  corporation  and which  does not result in any
reclassification  or change  of  outstanding  shares of [the  class or series of
Preferred Stock issuable upon exercise of the Warrants]  [Common Stock]),  or in
case of the merger of the Company  into another  corporation,  or in case of any
sale or conveyance to another  corporation  of the property of the Company as an
entirety or substantially as an entirety,  the holder of Warrants of each series
then outstanding  shall have the right to exercise such Warrant for the kind and
amount of shares of capital stock or other  securities  and property,  including
cash, receivable upon reclassification,  change, consolidation,  merger, sale or
conveyance  by a holder of the  number  of  shares  of [such  class or series of
Preferred Stock] [Common Stock] for which such Warrant might have been exercised
immediately prior to such reclassification,  change consolidation,  merger, sale
or conveyance.  In any such case,  the Company,  or such successor or purchasing
corporation,  as the case may be, shall execute and deliver to the Warrant Agent
a supplemental Warrant Agreement  containing  provisions to the effect set forth
above and providing  further for adjustments which shall be as nearly equivalent
as may be practicable to the adjustments provided for in this Section. The above
provisions  shall  similarly  apply to  successive  reclassifications,  changes,
consolidation, mergers, sales and conveyances.

(m)  Company to  Reserve  Capital  Securities.  The  Company  shall at all times
reserve and keep  available out of the aggregate of its  authorized but unissued
shares or its issued  shares held in its treasury,  or both,  for the purpose of
effecting the exercise of the Warrants,  such full number of its duly authorized
shares  of  [Preferred  Stock]  [Common  Stock]  as shall  from  time to time be
sufficient to effect the exercise of all outstanding Warrants.

         If any shares of [Preferred  Stock]  [Common  Stock]  reserved or to be
reserved for the purpose of exercise of Warrants hereunder require  registration
with or approval of any  governmental  authority  under any Federal or State law
before  such shares may be validly  delivered  upon  exercise,  then the Company
covenants that it will in good faith and as expeditiously  as possible  endeavor
to secure registration or approval, as the case may be.


<PAGE>
         The Company  covenants  that all shares of  [Preferred  Stock]  [Common
Stock] which may be delivered  upon exercise of Warrants  shall upon delivery be
fully  paid  and  nonassessable  by the  Company,  subject  to [ADD  APPROPRIATE
DELAWARE LAW PROVISIONS, IF APPLICABLE] and, except for taxes in connection with
the  exercise  of the  Warrants,  free from all taxes,  liens and  charges  with
respect to the issue or delivery thereof.

(n)      Company to Give Notice of Certain Events.  In the event

     (1) that the Company shall pay any dividend or make any distribution to the
holders of shares of  [Preferred  Stock  issuable upon exercise of the Warrants]
[Common Stock] otherwise than in cash charged against  consolidated net earnings
or retained  earnings of the Company  and its  consolidated  subsidiaries  or in
[such Preferred Stock] [shares of Common Stock]; or

     (2) that the Company shall offer for subscription or purchase, pro rata, to
the holders of [Preferred Stock issuable upon exercise of the Warrants]  [Common
Stock] any additional shares of stock of any class or any securities exercisable
for or exchangeable for stock of any class; or

     (3) of any  reclassification  or change of outstanding shares of [the class
or series of Preferred Stock issuable upon the exercise of the Warrants] [Common
Stock] (other than a change in par value,  or from par value to no par value, or
from no par combination), or of any merger of consolidation of the Company with,
or merger of the  Company  into,  another  corporation  (other  than a merger or
consolidation in which the Company is the continuing  corporation and which does
not result in  reclassification  or change of  outstanding  shares of [Preferred
Stock issuable upon exercise of the Warrants] [Common Stock]), or of any sale or
conveyance to another  corporation of the property of the Company as an entirety
or substantially as an entirety; or

     (4) of the voluntary or involuntary dissolution,  liquidation or winding-up
of the Company;

then,  and in any one or more of such  events,  the  Company  will file with the
Warrant Agent and any other  Registrar  written  notice  thereof at least twenty
days (or ten days in any case specified in clause (1) or (2) above) prior to (i)
the record date fixed with respect to any of the events specified in (1) and (2)
above and (ii) the effective  date of any of the events  specified in (3) above;
and shall mail promptly after providing such notice to the Warrant Agent or such
other  Registrar  a copy of such  notice to the  holders  thereof  at their last
addresses as they shall appear upon the Warrant  Register.  Failure to give such
notice, or any defect therein, shall not affect the legality or validity of such
dividend, distribution, reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up.

(o) Company Determination Final. Any determination that the Company or the
Board of Directors must make pursuant to this Section is conclusive.

(p) Warrant  Agent's  Adjustment  Disclaimer.  The Warrant  Agent has no duty to
determine when an adjustment under this Section should be made, how it should be
made or what it should be. The Warrant Agent has no duty to determine  whether a
supplemental  warrant  agreement  under  paragraph  (l) need be entered  into or
whether any provisions of any supplemental  warrant  agreement are correct.  The
Warrant Agent shall not be accountable for and makes no representation as to the
validity or value of any  securities or assets issued upon exercise of Warrants.
The Warrant Agent shall not be responsible  for the Company's  failure to comply
with this Section.

(q) Adjustments and Warrant Certificates. Irrespective of any adjustments in the
number or kind of shares purchasable upon the exercise of the Warrants,  Warrant
Certificates  theretofore or thereafter  issued may continue to express the same
number and kind of shares per Warrant as are stated on the Warrant  Certificates
initially issuable pursuant to this Agreement.


<PAGE>
(r) Subsequent Event. After an adjustment to the Exercise Rate under this
Section,  any subsequent  event requiring an adjustment under this Section shall
cause an adjustment to the Exercise Rate as so adjusted.

Section 6.12.  Fractional  Shares.  The Company shall not be required to deliver
fractions  of shares of  [Preferred  Stock]  [Common  Stock] upon  exercises  of
Warrants. If more than one Warrant shall be surrendered for exercise at one time
by the same holder,  the number of full shares which shall be  deliverable  upon
exercise thereof shall be computed on the basis of the aggregate of the Warrants
so  surrendered  instead of any  fractional  share of [Preferred  Stock] [Common
Stock]  which  would  otherwise  be  issuable  upon  exercise  of any Warrant or
Warrants  (or  specified  portions  thereof).  The  Company  shall  pay  a  cash
adjustment  in respect of such  fraction in an amount equal to the same fraction
of the market price per share of [Preferred Stock] [Common Stock] (as determined
in  accordance  with Section  6.11(f) or in any other manner  prescribed  by the
Board of  Directors)  at the close of business on the last Business Day prior to
the Date of Exercise.]

         IN WITNESS WHEREOF,  U.S. Wireless  Corporation has caused this Warrant
Agreement to be signed by one of its duly authorized officers, and its corporate
seal to be affixed hereunto,  and the same to be attested by its Clerk or one of
its Assistant Clerks; and  ___________________ has caused this Warrant Agreement
to be signed by one of its duly authorized  officers,  and its corporate seal to
be affixed hereunto,  and the same to be attested by its Secretary or one of its
Assistant Secretaries, all as of the day and year first above written.

U.S. WIRELESS CORPORATION


By

[Warrant Agent]


By
<PAGE>
                                                                       EXHIBIT A

                          (Form of Warrant Certificate)

                      [Front Face of Warrant Certificate]

<TABLE>
<CAPTION>
<S>                                                          <C>
[Form of Legend if                                           Prior to ______ this
Offered Securities                                           Warrant cannot be
with Warrants which                                          transferred or exchanged
are not immediately.]                                        unless attached to a detachable:

                          [Title of Offered Securities]

[Form of Legend if                                           Prior to ________ this
Warrants are not exercised in whole or in part.]             Warrant cannot be immediately exercisable:
</TABLE>

                EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
                            AGENT AS PROVIDED HEREIN.

                            U.S. WIRELESS CORPORATION

                                PURCHASE WARRANT

                        FOR [Title of Warrant Securities]

           VOID AFTER THE CLOSE OF BUSINESS IN THE CITY OF NEW YORK ON
                                  -----------.

[No.]                                                      Warrants

         This  certifies  that [the  bearer is the]  [__________  or  registered
assigns is the registered] owner of the above indicated number of Warrants, each
Warrant  entitling  such  [bearer]  [owner] to purchase,  at any time [after the
close of  business  on  ___________  and] on or before the close of  business on
____________,  [$]__________  [principal  amount]  [shares] of [Title of Warrant
Securities]  (the  "Warrant  Securities")  of  U.S.  Wireless  Corporation  (the
"Company"),  issued  and to be  issued  [under  the  Indenture  (as  hereinafter
defined)]  [by the  Company],  on the  following  basis:  [on  __________,]  the
exercise  price of each Warrant is  [$]_______________,  [during the period from
_________ through and including ___________,  the exercise price of each Warrant
will  be  [$]___________   plus  [accreted  original  issue  discount]  [accrued
interest] from __________, on ______________, the exercise price of each Warrant
will be [$]__________,  during the period from __________, through and including
_____________,  the  exercise  price of each Warrant  will be  [$]________  plus
[accreted original issue discount] [accrued interest] from __________,  [in each
case,  the  original  issue  discount  will be  accreted  at a _ % annual  rate,
computed on a [semiannual]  [annual]  basis,  using a 360-day year consisting of
twelve 30-day months;] [in each case accrued interest will be computed at a rate
equal to __%]] (the "Warrant  Price")].  [The original  issue  discount for each
[$]_________  principal  amount of Warrant  Securities  is  [$]__________].  The
[bearer] [owner] may exercise the Warrants evidenced hereby by providing certain
information  set forth on the back hereof and by paying in full, in lawful money
of _______,  [in cash or by  certified  check or official  bank check or by bank
wire transfer,  in each case,] [by bank wire transfer] in immediately  available
funds,  the Warrant  Price for each Warrant  exercised to the Warrant  Agent (as
hereinafter  defined) and by  surrendering  this Warrant  Certificate,  with the
purchase form on the back hereof duly executed, at the corporate trust office of
[name of Warrant Agent] or its successor as warrant agent (the "Warrant Agent"),
currently at the address  specified on the reverse hereof [or  __________,]  and
upon  compliance  with and subject to the conditions set forth herein and in the
Warrant Agreement (as hereinafter defined).


<PAGE>
         Any whole number of Warrants evidenced by this Warrant  Certificate may
be exercised to purchase Warrant Securities in registered form in [denominations
of  [$]___________  and any  integral  multiples  thereof]  [any number of whole
shares].  Upon any exercise of fewer than all of the Warrants  evidenced by this
Warrant  Certificate,  there shall be issued to the [registered  owner] [bearer]
hereof a new Warrant  Certificate  evidencing  the number of Warrants  remaining
unexercised.

         This Warrant  Certificate  is issued under and in  accordance  with the
Warrant Agreement dated as of _____________ (the "Warrant  Agreement"),  between
the  Company and the  Warrant  Agent and is subject to the terms and  provisions
contained in the Warrant  Agreement,  to all of which terms and  provisions  the
[registered owner] [bearer] of this Warrant  Certificate  consents by acceptance
hereof.  Copies  of the  Warrant  Agreement  are on file at the  above-mentioned
office of the Warrant Agent [and at _________________].

         [The Warrant Securities to be issued and delivered upon the exercise of
the  Warrants  evidenced  by this  Warrant  Certificate  will be issued  [by the
Company  pursuant  to  the  Certificate  of  Vote  applicable  to  such  Warrant
Securities]   [under  and  in   accordance   with  an  Indenture   dated  as  of
________________ (the "Indenture"), between the Company and ___________________,
_______________, as trustee (such trustee, and any successor to such trustee, to
be herein called the  "Trustee") and will be subject to the terms and provisions
contained in the Indenture.  Copies of the Indenture,  including the form of the
Warrant  Securities,  are on file at the  corporate  trust office of the Trustee
[and at ________________]].]

         [If Offered  Securities  with bearer Warrants which are not immediately
detachable - Prior to ________,  this  Warrant  Certificate  may be exchanged or
transferred  only  together  with the  [Title of Offered  Securities]  ("Offered
Securities") to which this Warrant Certificate was initially attached,  and only
for the purpose of effecting, or in conjunction with, an exchange or transfer of
such Offered Security. After such date, this Warrant Certificate, and all rights
hereunder,  may be transferred by delivery and the Company and the Warrant Agent
may treat the bearer hereof as the owner for all purposes.]

         [If Offered  Securities  with  bearer  Warrants  which are  immediately
detachable or bearer Warrants alone - This Warrant  Certificate,  and all rights
hereunder,  may be transferred by delivery and the Company and the Warrant Agent
may treat the bearer hereof as the owner for all purposes.


<PAGE>
         [If  Offered   Securities  with  registered   Warrants  which  are  not
immediately  detachable - Prior to __________,  this Warrant  Certificate may be
exchanged or  transferred  only together with the [Title of Offered  Securities]
("Offered Securities") to which this Warrant Certificate was initially attached,
and only for the purpose of effecting,  or in  conjunction  with, an exchange or
transfer of such Offered Security.  After such date, this [If Offered Securities
with registered Warrants which are immediately detachable or registered Warrants
alone - This] Warrant  Certificate  may be transferred  when  surrendered at the
corporate trust office of the Warrant Agent [or  ____________] by the registered
owner or his assigns, in person or by an attorney duly authorized in writing, in
the manner and subject to the limitations provided in the Warrant Agreement.]

         [If  Offered   Securities  with  Warrants  which  are  not  immediately
detachable - Except as provided in the immediately  preceding paragraph,  after]
[If  Offered  Securities  with  Warrants  which are  immediately  detachable  or
Warrants alone - After]  countersignature  by the Warrant Agent and prior to the
expiration  of  this  Warrant  Certificate,  this  Warrant  Certificate  may  be
exchanged  at the  corporate  trust  office of the  Warrant  Agent  for  Warrant
Certificates representing the same aggregate number of Warrants.

         This  Warrant  Certificate  shall not  entitle the  [registered  owner]
[bearer]  hereof  to any of the  rights  of a  registered  owner of the  Warrant
Securities,  including,  without  limitation,  the right [to vote or] to receive
payments of [dividends or distributions of any kind] [principal of (and premium,
if any) or interest,  if any, on the Warrant Securities or to enforce any of the
covenants of the Indenture.]

         This  Warrant  Certificate  shall  not be valid or  obligatory  for any
purpose until countersigned by the Warrant Agent.

Dated as of __________

                                                       U.S. WIRELESS CORPORATION



                                                          By

             As Warrant Agent:


By

            Authorized Signature