EXHIBIT 10.18
                                  -------------

                        WORLDWIDE WIRELESS NETWORKS, INC.

                            SHARE PURCHASE AGREEMENT


THIS  SHARE PURCHASE AGREEMENT (the "Agreement"), is entered into as of the 23rd
day  of  April  2001,  by  and  between  WORLDWIDE  WIRELESS  NETWORKS,  INC., a
corporation  duly  organized and validly existing under the laws of the state of
Nevada (the "Company") and FELDHAKE, AUGUST & ROQUEMORE LLP, a limited liability
partnership  organized  and  existing  under  the  state  of California with its
principal  place  of  business  at  19900  MacArthur  Blvd.,  Suite 850, Irvine,
California  92612  (the  "Investor"  or  the  "Holder").

     WHEREAS,  the  Company  has authorized fifty million (50,000,000) shares of
capital  common  stock (the "Common Stock") with a par value of One-Tenth of One
Cent  ($.001)  per  share;

     WHEREAS,  subject to the terms and conditions contained herein the Investor
desires  to  purchase,  and  the  Company  desires to sell, two hundred thousand
(200,000)  shares  of  Common  Stock  (the  "Shares")  of  the  Company;

     NOW,  THEREFORE,  in  consideration  of  the  foregoing  premises  and  the
covenants  and  agreements  set  forth  herein,  and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties  hereto,  intending  to  be  legally  bound,  hereby  agree  as follows:

1.   SHARE  PURCHASE  BY  THE INVESTOR.  Upon execution of this Agreement, the
     ---------------------------------
     Investor  irrevocably  agrees to acquire, and the Company agrees to provide
     to  the  Investor,  the  Shares,  subject  to  and  in accordance with this
     Agreement.  Such Shares, once delivered to the Investor against the payment
     therefor  as  set  forth  herein,  shall  be validly issued, fully paid and
     non-assessable, free and clear of any liens, encumbrances or defects of any
     kind,  and  shall  be  recorded  on the books and records of the Company as
     issued  to  FELDHAKE,  AUGUST  &  ROQUEMORE  LLP.

2.   CONSIDERATION  FOR  AND  ISSUANCE  OF  THE  SHARES.  In full and complete
     --------------------------------------------------
     consideration  for  the Shares, the Investor agrees to credit the amount of
     Twenty  Thousand  Dollars  ($20,000)  (the  "Purchase  Price")  against the
     Company's  outstanding  accounts  receivables  which  has accrued for legal
     services  previously  rendered  to  the  Company by the Investor. A current
     statement  evidencing the balance due and payable to the Investor as of the
     most  recent  invoice date is attached hereto as Exhibit A. Upon receipt of
                                                      ----------
     this  executed  Share  Purchase  Agreement,  the  Company  shall  cause the
     Investor  to  be  issued a stock certificate in the manner set forth above,
     evidencing  the  Investor's ownership of the Shares, and shall register the
     Shares  in  accordance  with  the  provisions  of  Section  3  hereof.


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3.   REGISTRATION  RIGHTS.
     --------------------

     (a)  The  Company  shall  amend  its Form SB-2 (#333-57108), as amended and
          currently  under review by the Securities and Exchange Commission (the
          "Registration  Statement"), to effect the registration and sale of the
          Shares  for  the  account  of  the  Holder.

     (b)  The  Company shall furnish to the Holder of Shares a copy of the filed
          Registration  Statement  and each amendment and supplement thereto (in
          each  case including all exhibits thereto), the prospectus included in
          such registration statement(s) (including each preliminary prospectus)
          and such other documents as the Holder may reasonably request in order
          to  facilitate  the  disposition  of  the Shares owned by such Holder.

     (c)  The  Company  shall  use  its best efforts to register or qualify such
          Shares  under  such  other  securities  or  "Blue  Sky  Laws"  of such
          jurisdictions as the Holder may reasonably request, and do any and all
          other  acts  and  things which are customarily taken by registrants in
          similar  situations and which may be reasonably necessary or advisable
          to  enable  such  seller  to  consummate  the  disposition  in  such
          jurisdictions  of  the  Shares  owned  by  such  seller;  provided
                                                                    --------
          that  the  Company will not be required to (i) qualify generally to do
          business  in any jurisdiction where it would not otherwise be required
          to  qualify  but for this paragraph (d), and/or (ii) subject itself to
          taxation  in  any  such  jurisdiction; and provided, further, that the
                                                     --------- -------
          Company  shall  only  be  obligated to pay expenses in connection with
          qualifying  such  Shares  in  no  more than five (5) jurisdictions but
          shall  undertake  to  register  the  Shares  in  such  additional
          jurisdictions as may be reasonably requested by any Holder, so long as
          such  Holder  shall  pay  for  the  expenses  of  registration in such
          additional  jurisdictions, including, without limitation, the fees and
          expenses  of  the  Company's legal counsel incurred in connection with
          any  such  additional  registrations.

     (d)  the  Company  shall  use  its  reasonable  efforts to cause the Shares
          covered  by  the  Registration  Statement  to  be  registered  with or
          approved  by such other governmental agencies or authorities as may be
          necessary  by  virtue of the business and operations of the Company to
          enable  the seller or sellers thereof to consummate the disposition of
          such  Shares.

     (e)  the  Company  shall promptly and fully respond to any inquiry by or on
          behalf of each Holder of Shares at any time when a prospectus relating
          thereto  is  required  to  be  delivered under the Act, concerning the
          happening of any event as a result of which the prospectus included in
          the  Registration Statement contains an untrue statement of a material
          fact or omits to state any material fact required to be stated therein
          or  necessary to make the statements therein not misleading (including
          a  business  combination  or  contemplated  business  combination as a
          result  of  which  the  information  contained  in  such prospectus is
          required  to be amended), and the Company will prepare a supplement or
          amendment  to  such prospectus so that, as thereafter delivered to the
          purchasers  of such Shares, such prospectus will not contain an untrue
          statement  of  a  material  fact  or  omit  to state any material fact
          required  to  be  stated  therein  or necessary to make the statements
          therein  not  misleading.


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     (f)  The  Company  may  require  each  Holder  of  Shares  as  to which the
          registration  is  being  effected  to  furnish  to  the  Company  such
          information  regarding  such  Holder,  and/or  the  proposed method of
          distribution  of  such  Shares  as  the  Company may from time to time
          reasonably  request  in  writing.

     (g)  The Holders agree to indemnify and hold harmless the Company, and each
          of  its  directors  and  officers  who  shall  sign  the  Registration
          Statement,  and any person who controls the Company within the meaning
          of  the  Securities  Act,  with  respect  to  any  untrue statement or
          omission  of  a  material  fact  from such Registration Statement, any
          preliminary  prospectus  or final prospectus contained therein, or any
          amendment  or supplement thereto, if such untrue statement or omission
          of  a  material  fact was made in reliance upon and in conformity with
          written  information  furnished  to  the  Company  by  such  Holder or
          underwriter  specifically  for  use  in  the  preparation  of  the
          Registration  Statement, final prospectus, or amendment or supplement.

     (h)  Each  Holder of Shares that desires to sell and distribute such Shares
          over a period of time, or from time to time, at then prevailing market
          prices,  shall  execute  and  deliver  to  the  Company  such  written
          undertakings  as the Company and its counsel may reasonably require in
          order  to  assure  full compliance with the relevant provisions of the
          Act  including,  without  limitation,  Regulation  M  promulgated
          thereunder.

     (i)  Each Holder of Shares agrees that, upon receipt of any notice from the
          Company of the happening of any event of the kind described in Section
          3(e)  hereof,  such  Holder  will forthwith discontinue disposition of
          Shares  pursuant  to  the  Registration Statement covering such Shares
          until  such  Holder's  receipt  of  the  copies of the supplemented or
          amended  prospectus  contemplated  by  Section 3(e) hereof, and, if so
          directed  by  the Company, such Holder will deliver to the Company (at
          the  Company's  expense)  all copies, other than permanent file copies
          then  in  such  Holder's  possession,  of the prospectus covering such
          Shares current at the time of receipt of such notice. In the event the
          Company  shall  give  any  such  notice,  the Company shall extend the
          period  during  which  the  Registration Statement shall be maintained
          effective  pursuant to this Agreement by the number of days during the
          period  from  and  including  the  date  of  the giving of such notice
          pursuant  to  Section  3(e) hereof to and including the date when each
          seller  of  Shares  covered  by  the Registration Statement shall have
          received  the  copies  of  the  supplemented  or  amended  prospectus
          contemplated  by  Section  3(e)  hereof.


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<PAGE>
     (j)  After  all  or any portion of the Shares have been registered pursuant
          to  the  Registration  Statement  that  is  declared  effective by the
          Commission,  each selling Holder agrees that it shall effect, or cause
          to be effected, in respect of all Shares of the Company registered for
          sale hereunder, and all other shares of the Company owned of record or
          beneficially  by  such  Holder,  sales  of  the Company's stock in the
          public  market within the following limitations only: (i) no more than
          10,000  registered  Shares shall be sold during any given trading day;
          and  (ii)  no  more than 50,000 registered Shares shall be sold during
          any  given  trading  week,  in  each  case  without the consent of the
          Company,  which  consent  will  not  be  unreasonably  withheld.

     (k)  Except  as  otherwise expressly provided herein, all expenses incident
          to  the  Company's  performance  of or compliance with this Agreement,
          including  without  limitation  all registration and filing fees, fees
          and  expenses  of  compliance  with  securities  or  "Blue  Sky  Laws"
          (including  reasonable fees and disbursements of counsel in connection
          with  "Blue  Sky"  qualifications  of  the Shares), printing expenses,
          messenger and delivery expenses, internal expenses (including, without
          limitation,  all  salaries  and expenses of its officers and employees
          performing  legal  or accounting duties), to the extent the securities
          are  listed,  the  fees  and  expenses incurred in connection with the
          listing of the securities to be registered on each securities exchange
          on which similar securities issued by the Company are then listed, and
          fees  and disbursements of counsel for the Company and its independent
          certified  public  accountants  (including the expenses of any special
          audit  or  "comfort"  letters  required  by  or  incident  to  such
          performance),  securities  acts  liability  insurance  (if the Company
          elects  to obtain such insurance), the reasonable fees and expenses of
          any  special  experts  retained by the Company in connection with such
          registration  and  fees  and expenses of other Persons retained by the
          Company  (all  such  expenses  being  herein  called  "Registration
          Expenses"),  will  be  borne by the Company. Nothing contained in this
          Agreement  shall  be deemed to require the Company to cause the Shares
          to be rated by any rating agency or listed on any securities exchange.

4.   REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY.  The  Company  hereby
     --------------------------------------------------
     represents  and  warrants  to  the  Investor,  as  of  the date hereof, the
     following:

     (a)  the Company is a corporation duly organized and validly existing under
          the  laws  of the State of Nevada, and has full power and authority to
          enter  into, execute and perform this Agreement, which Agreement, once
          executed  by the Company, shall be the valid and binding obligation of
          such  party,  enforceable against such party by any court of competent
          jurisdiction  in  accordance  with  its  terms;

     (b)  the  individuals  signing  this Agreement on behalf of the Company are
          the  duly  elected executive officers of the Company so indicated, and
          have full power and authority to enter into and execute this Agreement
          for  and  on  behalf  of  the  Company;

     (c)  the  Company  is  not  bound by or subject to any contract, agreement,
          court order or judgment, administrative ruling, law, regulation or any
          other  item which prohibits or restricts such party from entering into
          and  performing  this  Agreement  in  accordance  with  its  terms, or
          requiring  the  consent  of any third party prior to the entry into or
          performance  of  this  Agreement  in accordance with its terms by such
          party;  and


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<PAGE>
     (d)  the  Company  has  been advised to seek independent legal counsel with
          respect  to  the  sale  of  Shares  herein.

5.   REPRESENTATIONS  AND  WARRANTIES  OF  THE  INVESTOR.  The Investor hereby
     ---------------------------------------------------
     represents  and  warrants  to  the  Company,  as  of  the  date hereof, the
     following:

     (a)  the  Investor  is  a  limited liability partnership duly organized and
          validly  existing  under  the laws of the State of California, and has
          full  power  and  authority  to  enter  into, execute and perform this
          Agreement,  which  Agreement,  once executed by the Investor, shall be
          the  valid  and  binding obligation of such party, enforceable against
          such  party  by any court of competent jurisdiction in accordance with
          its  terms;

     (b)  the individual signing this Agreement on behalf of the Investor is the
          duly  authorized  managing  partner  of  the Investor, and he has full
          power  and  authority to enter into and execute this Agreement for and
          on  behalf  of  the  Investor;

     (c)  the  Investor  hereby  acknowledges  that  it  has had a long-standing
          professional relationship with the Company, and has had full access to
          material  concerning the Company's planned business and operations and
          the  Company  has  given  the  Investor  the  opportunity  to  ask any
          questions  and  obtain  all additional information desired in order to
          verify  or  supplement  such  material;  and

     (d)  the  Investor  is  not bound by or subject to any contract, agreement,
          court order or judgment, administrative ruling, law, regulation or any
          other  item which prohibits or restricts such party from entering into
          and  performing  this  Agreement  in  accordance  with  its  terms, or
          requiring  the  consent  of any third party prior to the entry into or
          performance  of  this  Agreement  in accordance with its terms by such
          party.  The  Investor  has  sufficient  knowledge  and  experience  to
          determine  the relative risk of its investment in the Company, and the
          suitability  of  such  investment  for  the  Investor.

6.   DISCLOSURE  OF  POTENTIAL  CONFLICTS  OF  INTEREST;  WAIVER.
     -----------------------------------------------------------
     As  a  result  of  agreeing  to invest in, and become a shareholder of, the
     Company  under this Agreement, while at the same time continuing to provide
     legal  advices  to the Company pursuant to our current Retention Agreement,
     the  Company  is  advised  that  it  is  possible that certain conflicts of
     interest  may  develop  in  the future as to those matters which are in the
     best  interests of the Investor, as a shareholder in the Company, and those
     that  are in the best interests of the Company. While there are no apparent
     conflicts  at  this  time,  such conflicts do arise in such situations from
     time  to  time,  and may arise with respect to our specific relationship in
     the  future.  In  any  such  event,  we  may  be  obligated by the rules of
     professional  conduct  or  otherwise to withdraw from our representation of
     the  Company.  If  that  were  to  occur,  we would undertake to assist the
     Company  to  obtain  competent  replacement  counsel, as necessary. By your


                                      -5-
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     execution  of  this  agreement,  and  signing  your  initials in the places
     indicated  below,  you represent and warrant that you have been advised of,
     and  understand,  the  potential  conflict  of  interest issues involved in
     connection with the dual relationships between corporation and shareholder,
     on  the  one  hand,  and  client  and  attorney, on the other hand, and the
     Company  hereby  waives,  and  agrees  to  indemnify  and hold the Investor
     harmless  from  and  against, any claim of conflict of interest which might
     otherwise  be  available  to the Company, or of any third party (including,
     without  limitation, any shareholder, director, officer or affiliate of the
     Company),  as  a  result  of  the  existence  of  such dual relationship as
     contemplated  herein,  or of our possible withdrawal from representation of
     the  Company  in  the  future  should  any  conflict  actually  arise.

                                     /s/
                                -----------------
                                  Jerry Collazo
                                (please initial)

7.   MISCELLANEOUS  PROVISIONS.
     -------------------------

(a)   NOTICES.  All  notices, requests, demands and other communications to be
      -------
     given  hereunder  shall be in writing and shall be deemed to have been duly
     given  on  the  date  of  personal  service  or transmission by fax if such
     transmission is received during the normal business hours of the addressee,
     or  on  the  first business day after sending the same by overnight courier
     service or by telegram, or on the third business day after mailing the same
     by  first  class  mail,  or  on  the day of receipt if sent by certified or
     registered  mail, addressed as set forth below, or at such other address as
     any  party  may hereafter indicate by notice delivered as set forth in this
     Section  7(a):

     If  to  the  Company:               Worldwide  Wireless  Networks,  Inc.
                                         770  The  City  Drive South, Suite 3700
                                         Orange,  California  92868
                                         Attn:     Mr.  Jerry  Collazo
                                                   President


     If  to  the  Investor:              Feldhake,  August  &  Roquemore  LLP
                                         19900  MacArthur  Blvd.,  Suite  850
                                         Irvine,  California  92626
                                         Attn:     Kenneth  S.  August,  Esq.
                                                   Partner

(b)  BINDING  AGREEMENT;  ASSIGNMENT.  This  Agreement  shall  constitute the
     -------------------------------
     binding  agreement  of the parties hereto, enforceable against each of them
     in  accordance with its terms. This Agreement shall inure to the benefit of
     each  of  the parties hereto, and their respective successors and permitted
     assigns;  provided,  however,  that  this  Agreement  may  not  be assigned
     (whether  by  contract  or by operation of law) by the Investor without the
     prior  written  consent  of  the  Company.


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(c)  ENTIRE  AGREEMENT.  This  Agreement  constitutes  the  entire  and final
     -----------------
     agreement and understanding between the parties with respect to the subject
     matter  hereof and the transactions contemplated hereby, and supersedes any
     and  all  prior  oral  or  written agreements, statements, representations,
     warranties  or  understandings between the parties, all of which are merged
     herein  and  superseded  hereby.

(d)  WAIVER.  No waiver of any provision of this Agreement shall be deemed to
     ------
     be  or  shall  constitute  a  waiver of any other provision, whether or not
     similar,  nor  shall  any  waiver constitute a continuing waiver. No waiver
     shall be binding unless executed in writing by the party making the waiver.

(e)  HEADINGS.  The  headings  provided  herein  are for convenience only and
     --------
     shall  have  no  force or effect upon the construction or interpretation of
     any  provision  hereof.

(f)  COUNTERPARTS.  This  Agreement  may  be  executed  in  one  or  more
     ------------
     counterparts,  each  of which shall be deemed an original, but all of which
     together  shall  constitute  one  and  the  same  instrument.

(g)  FURTHER DOCUMENTS AND ACTS.  Each party agrees to execute such other and
     --------------------------
     further  documents  and  to  perform  such other and further acts as may be
     reasonably  necessary  to  carry  out  the  purposes and provisions of this
     Agreement.

(h)  GOVERNING  LAW.  This  Agreement  shall  be governed by and construed in
     --------------
     accordance  with the internal laws of the State of California applicable to
     the  performance  and  enforcement  of  contracts  made  within such state,
     without  giving  effect to the law of conflicts of laws applied thereby. In
     the  event  that any dispute shall occur between the parties arising out of
     or  resulting  from  the  construction,  interpretation, enforcement or any
     other  aspect  of  this  Agreement,  the parties hereby agree to accept the
     exclusive  jurisdiction of the Courts of the State of California sitting in
     and  for the County of Orange. In the event either party shall be forced to
     bring  any legal action to protect or defend its rights hereunder, then the
     prevailing party in such proceeding shall be entitled to reimbursement from
     the  non-prevailing party of all fees, costs and other expenses (including,
     without  limitation,  the reasonable expenses of its attorneys) in bringing
     or  defending  against  such  action.

(i)  SEVERABLE  PROVISIONS.  The  provisions of this Agreement are severable,
     ---------------------
     and  if any one or more provisions is determined to be illegal, indefinite,
     invalid  or  otherwise  unenforceable, in whole or in part, by any court of
     competent jurisdiction, then the remaining provisions of this Agreement and
     any  partially  unenforceable  provisions  to the extent enforceable in the
     pertinent  jurisdiction,  shall continue in full force and effect and shall
     be  binding  and  enforceable  on  the  parties.


                                      -7-
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                          SIGNATURES ON FOLLOWING PAGE]



                                      -8-
<PAGE>
     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  date  and  year  first  above  written.


THE  COMPANY:

WORLDWIDE  WIRELESS
  NETWORKS,  INC.:                            ATTEST:


By:       /s/                                 By:          /s/
    ----------------------------                  -----------------------------
    Jerry  Collazo                                Dennis  Shen
    President                                     Secretary


THE  INVESTOR:

FELDHAKE,  AUGUST
  & ROQUEMORE LLP                             WITNESS:


      /s/                                             /s/
----------------------------                  ---------------------------------
Robert J. Feldhake, Esq.                      Kenneth  S.  August,  Esq.
Managing  Partner                             Partner


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