EXHIBIT 10.17
                                  -------------


                              SETTLEMENT AGREEMENT
                              --------------------

                                       AND
                                       ---

                           MUTUAL AND GENERAL RELEASE
                           --------------------------


     This  Settlement  Agreement and Mutual and General Release (the "Settlement
Agreement")  is made and entered into effective this 17th day of April, 2001, by
and  between  Plaintiffs,  Pacific  Industrial  Partners,  a  California limited
liability  company  ("Plaintiff  PIP"  or  "Pacific Industrial Partners"), BHIS,
Inc.,  a  California  corporation  ("Plaintiff BHIS" or "BHIS"), Robert Neal, an
individual  ("Plaintiff  Neal"  or  "Mr.  Neal"),  Adam  Milstein, an individual
("Plaintiff Milstein" or "Mr. Milstein"), David Hager, an individual ("Plaintiff
Hager" or "Mr. Hager"), and Allan Davidov, an individual ("Plaintiff Davidov" or
"Mr.  Davidov") (collectively, "Plaintiffs"), and each of them, on the one part,
and  Defendants,  Worldwide Wireless Networks, Inc., a Nevada corporation, doing
business  as Global Pacific Internet and formerly doing business as Pacific Link
Internet,  Inc.  ("Defendant  WWN"  or "Worldwide Wireless"), Jack Tortorice, an
individual  ("Defendant  Tortorice"  or  "Mr.  Tortorice"), Thomas J. Rotert, an
individual  ("Defendant  Rotert"  or  "Mr.  Rotert"),  Charles "Cliff" Bream, an
individual  ("Defendant  Bream"  or  "Mr.  Bream"),  Dennis  Shen, an individual
("Defendant  Shen"  or  "Mr.  Shen"),  and  John  Clayton,  an individual, doing
business  as  Mutual  Ventures and as Principal Holdings ("Defendant Clayton" or
"Mr. Clayton") (collectively, "Defendants"), and each of them, on the other part
(Plaintiffs  and  Defendants are jointly referenced as the "Parties"), directly,
for and on behalf of their predecessors, agents, servants, employers, employees,
owners,  shareholders,  controlling  persons,  officers,  directors,  partners,
associates,  attorneys,  representatives,  successors,  assigns, heirs, spouses,
former  spouses,  non-marital  partners,  agencies,  firms, brokers, appraisers,
associations,  partnerships,  limited  liability partnerships, limited liability
companies  and  corporations,  and  insurers,  and  each  and  all  of  them, as
appropriate  in  context,  and  is  based  upon  the  following  Recitals:


                                R E C I T A L S
                                ---------------

     1.     Plaintiffs  constitute  two  separate  groups  of investors who, for
business  purposes,  jointly  engaged  in certain activities in contemplation of
entering  into  a  definitive  agreement  with  Defendant  WWN  to loan funds to
Defendant  WWN  and  for a potential investment in the company.  Plaintiffs BHIS
and  Davidov  ("BHIS/Davidov")  comprise  one  separate  investor  group,  and
Plaintiffs Neal, Milstein and Hager ("Neal/Milstein/Hager") comprise the members
of  the  second  and  separate  investor  group.  Defendant  WWN  is  a  Nevada
corporation engaged in the business of wireless services.  Defendants Tortorice,
Rotert,  Bream  and  Shen  are present or former directors of Defendant WWN, and
Defendant  Clayton  is  a  shareholder  in  Defendant  WWN.


<PAGE>
     2.     Disputes  have  arisen  between  the  Plaintiffs  and the Defendants
arising  out  of the negotiation of a contemplated convertible loan agreement, a
related  letter  of  intent, and the proposed definitive final agreement for the
advancement  of  funds  by  Plaintiffs to Defendant WWN, including the right and
ability  of  Plaintiffs  to obtain repayment of the convertible loan through the
acquisition  of stock in Defendant WWN.  Defendant WWN, with the approval and/or
authorization of the remaining Defendants (among others), terminated discussions
with  Plaintiffs  regarding  the convertible loan agreement.  Plaintiffs dispute
Defendants'  entitlement to terminate the contemplated transaction, and claim to
have  incurred  monetary  damages  as  a consequence of the Defendants' actions.

     3.     The  disputes  between  the  Parties  have  become  the subject of a
pending lawsuit titled Pacific Industrial Partners, et al. v. Worldwide Wireless
                       ---------------------------------------------------------
Networks, Inc., et al., Case No. 00CC08241, pending before the Superior Court of
----------------------
the  State  of  California,  County  of  Orange  (the  "Litigation").  In  the
Litigation,  Plaintiffs  seek recovery of damages from the Defendants for breach
of  contract,  breach  of  the  implied covenant of good faith and fair dealing,
promissory  estoppel, intentional interference with existing contract, negligent
interference  with  existing  contract  and  negligent  misrepresentation.
Defendants,  in  turn,  deny  Plaintiffs'  claims,  and  each  of  them, and the
Defendants  have  filed  an  Answer  to  the First Amended Complaint denying all
claims  and  causes  of  action  of  the  Plaintiffs,  and asserting Affirmative
Defenses  to  contest  any  entitlement of the Plaintiffs, or any one or more of
them, for relief from the Defendants.  The Litigation is presently scheduled for
trial  on  May  29,  2001.

     4.     Notwithstanding  the  disputes,  claims  and  defenses  between  the
Plaintiffs  and  the  Defendants,  the  Parties  have  agreed  to  a  negotiated
resolution  of  the  Litigation, and of all claims and disputes between them, in
lieu  of  facing  the  time, expense and uncertainty of further civil litigation
proceedings.  Without  any  admission by any party in the Litigation, Plaintiffs
and  Defendants  have agreed on certain specified consideration, as specifically
recited  in  this  Settlement  Agreement,  for  a  resolution  of all claims and
disputes,  including  those  brought  or  which  could  have been brought in the
Litigation.  In  exchange  and  as  further consideration, the Parties have also
agreed  to  extend  to  one  another  full  and complete releases of all claims,
whether known or unknown, as between them.  The Parties have elected to document
their  settlement  through  one  Settlement  Agreement,  notwithstanding the two
separate groups of Plaintiffs and the number of separate Defendants, for sake of
clarity  and  to  assure the sufficiency of the Stipulated Judgment provided for
Defendants'  performance.


     NOW,  THEREFORE,  in  consideration  of the terms, conditions and covenants
recited,  the  Parties  agree  as  follows:


                                        2
<PAGE>
                                A G R E E M E N T
                                -----------------


    1.    Nature  of  Agreement
          ---------------------

          This  Settlement  Agreement  constitutes  a  fully executed settlement
instrument,  and  a  release  of  all  known  and  unknown claims by each of the
Plaintiffs against each of the Defendants, and by each of the Defendants against
each  of  the Plaintiffs, including the disputes, controversies, and allegations
referenced in the Recitals and in the Litigation. It is intended by the Parties,
and  each of them, to reflect a global resolution, settlement and release of all
claims  between  Plaintiffs and Defendants, whether known or unknown, contingent
or  pending,  of  any kind or description, with the exception of the Plaintiffs'
and  Defendants'  performance  obligations  under  this  Settlement  Agreement.

     2.   Terms  of  Agreement  and  Release
          ----------------------------------

          2.1  Consideration
                -------------

               The  Parties,  and  each  of  them,  have agreed to the following
consideration  for  a  full  and  complete  settlement of the matters in dispute
between  them,  including  (but  not  limited  to) the matters referenced in the
Recitals  and  which  were  or  could have been asserted in the Litigation.  The
Parties  have  agreed to release their claims against each other relating to the
Litigation  and  the  matters  described, with the release of Plaintiffs' claims
against  Defendants being subject to the condition that Defendants fully perform
on  all payments and consideration, and the Plaintiffs' and Defendants' releases
of each other being subject to the condition that each of them fully comply with
all provisions of this Settlement Agreement.  In regard to the subject matter of
the  Recitals  and  Litigation,  and  all  matters  recited  in  this Settlement
Agreement,  all  further rights and interests of the Parties will be governed by
the  terms  of  this  Settlement  Agreement.

               2.1.a     Monetary  Consideration
                         -----------------------

                         The  principal  sum of One Hundred and Fifteen Thousand
and  No/100ths Dollars ($115,000.00) will be paid by Defendants to Plaintiffs as
part of the consideration for this Settlement Agreement. The sum will be paid as
follows:  (1)  at  the  time  of  full  execution  of this Settlement Agreement,
Defendants  shall tender to Plaintiffs, through their attorneys of record in the
Litigation,  the  sum  of Seventy Thousand and No/100ths Dollars ($70,000.00) by
check  made payable to Paul, Hastings, Janofsky & Walker Trust Account, said sum
to  be  divided  equally between the two separate investor groups comprising the
Plaintiffs in this proceeding or allocated in whatever fashion decided among the
Plaintiffs;  and  (2)  a  Promissory Note ("Note") for the balance of Forty-Five
Thousand and No/100ths Dollars ($45,000.00) shall, pursuant to Section 2.1.b, be
executed  by  Defendant  WWN  and tendered at the time of full execution of this
Settlement  Agreement  to  Plaintiffs,  through their attorneys of record in the
Litigation,  which  Note  shall  be secured by Stipulated Judgment in accordance
with  Section  2.1.c.


                                        3
<PAGE>
               2.1.b     Promissory  Note
                         ----------------

                         Pursuant  to Section 2.1.a, Defendant WWN shall execute
and  tender  to  Plaintiffs,  concurrently  with  the  full  execution  of  this
Settlement  Agreement, an executed original Promissory Note ("Note"), a true and
correct  copy  of  which is appended as Exhibit "A".  The Note shall provide for
the  payment  of  the  $45,000.00  outstanding  sum  (as  per  Section 2.1.a) by
Defendant  WWN  within  nine  (9)  months  of  the  execution  of the Settlement
Agreement,  with  interest to accrue at eight percent (8%) per annum, subject to
Defendant  WWN's  right  to prepay the Note at any time within six (6) months of
execution  for  the  reduced  sum  of Thirty-Five Thousand and No/100ths Dollars
($35,000.00)  and  to  receive  a discount of Ten Thousand Dollars and No/100ths
Dollars ($10,000.00) of the principal balance and of the accrued interest on the
discounted  sum.  The obligations of Defendant WWN pursuant to the Note shall be
secured  through  a Stipulation for Entry of Judgment pursuant to Section 2.1.c.
Plaintiffs agree to cancel and return the original Note marked as "paid in full"
to  Defendant  WWN  after  Defendants  satisfy  the  Note.

               2.1.c     Stipulation  for  Entry  of  Judgment
                         -------------------------------------

                         As  security  for Defendants' performance in accordance
with  Section 2.1.b, Defendants WWN, Tortorice, Rotert, Bream and Shen, and each
of  them,  will  execute  a  Stipulation  for  Entry of Judgment ("Stipulation")
agreeing  to  pay the sum of $45,000.00 plus accrued interest then due and owing
upon any default by Defendant WWN, and if, following notice (pursuant to Section
2.1.f),  Defendant  WWN fails to timely cure the default thereunder. Attached as
Exhibit  "B"  is a true and correct copy of the Stipulation. Upon the occurrence
of  the  default, and following notice and the failure to timely cure referenced
above,  Plaintiffs,  and  each  of  them,  may  file,  enter  and  enforce  this
Stipulation upon ex part notice and without the necessity of further notice, but
such  entry  and enforcement shall be limited to the extent of the deficiency in
the  amount  paid  by  Defendant  WWN  to  Plaintiffs  on  the  Note,  including
then-outstanding principal, accrued but unpaid interest, and attorney's fees and
costs  incurred  in  connection with such entry and enforcement. Once Defendants
have  fully  performed  pursuant  to the provisions of Sections 2.1.a and 2.1.b,
Plaintiffs  shall  return to Defendants, through their designated attorneys, the
original  unfiled  Stipulation.

               2.1.d     Share  Consideration
                         --------------------

                         Defendants  further  covenant  and  agree  to convey to
Plaintiffs,  Four  Hundred  Thousand  (400,000)  shares  of Defendant WWN common
stock,  said  shares to be freely tradeable and subject to no restrictions, said
shares  to be issued as follows: (a) Two Hundred Thousand (200,000) shares to be
issued  to  Pacific Industrial Partners, a California limited liability company;
(b)  Thirty-Three  Thousand Three Hundred and Thirty-Three (33,333) shares to be
issued  to Uri Halfon, individually; (c) Thirty-Three Thousand Three Hundred and
Thirty-Three  (33,333)  shares  to  be issued to Mike Davidov, individually; (d)
Thirty-Three  Thousand  Three  Hundred  and  Thirty-Three  (33,333) shares to be
issued  to  Uri  Zahavi, individually; (e) Eighty-Four Thousand and One (84,001)
shares to be issued to Misuma Investment, LLC; and (f) Sixteen Thousand (16,000)
shares  to  be issued to Gil Priel, individually.  Plaintiffs, and each of them,
consent  to  the  allocation  of  the  share  consideration  pursuant  to  this
provisionSaid  shares are to be conveyed by Defendants within ten (10) business
days  following  the  full  execution  of  the  Settlement  Agreement.


                                        4
<PAGE>
               2.1.e     Warrant  Consideration
                         ----------------------

                         Defendant  WWN will convey to Plaintiffs, through their
and  in  the  name of their designees, warrants totaling One Million (1,000,000)
shares  of  the  common  stock  of  Defendant  WWN, to be conveyed and priced as
follows:  (a) 250,000 warrants to be conveyed at the time of the final execution
of  this  Settlement  Agreement, the pricing of the warrants to be determined by
the  average  trading price over the ninety (90) day period preceding execution;
(b)  thereafter, an additional 250,000 warrants every ninety (90) days for three
(3)  quarters,  with the pricing of each warrant to reflect the preceding 90-day
average  trading price; and (c) each warrant certificate shall be required to be
exercised  within  eleven  (11)  months after issuance, absent which the warrant
will  expire.  The warrants shall be provided in four Warrant Certificates which
shall  be  in  the  form of Exhibit "C". The shares which are the subject of the
Warrant  Certificates  shall  be  registered  by  Defendant  WWN  as  part of an
amendment  to  the  recently  filed  SB-2,  and Defendant WWN will exercise best
efforts  to obtain approval of an amendment to the existing SB-2; alternatively,
said  shares  shall  be registered as part of a further registration within nine
(9)  months  of  the  execution  of  this  Settlement  Agreement.

               2.1.f     Notice-and-Cure  on  Installments
                         ---------------------------------

                         In  the  event  consideration is not timely received by
Plaintiffs  as  recited in Sections 2.1.b and 2.1.c, a written Notice of Default
will  be  issued by facsimile to Defendants and their designated counsel in this
Settlement  Agreement  requiring  a  cure within ten (10) business days from the
date  of  receipt  of  the  telecopied notice (the "Cure Period").  In the event
Defendants  fail  to  timely  cure  the late installment within the Cure Period,
Plaintiffs  may, at their election, declare the Settlement Agreement in default,
accelerate  all  sums  due and exercise all remedies pursuant to this Settlement
Agreement,  including  filing  of  the  Stipulation and entry of Judgment.  This
notice-and-cure process will also be followed by Plaintiffs and Defendants as to
all  other  terms of the Settlement Agreement and a breach by Plaintiffs, or one
of  them,  or  Defendants,  or  one  of  them.

               2.1.g     Dismissal  of  Litigation
                         -------------------------

                         Plaintiffs agree and shall, following full execution of
this Settlement Agreement and receipt of the consideration (delivery of the cash
payment,  Note, shares of Defendant WWN stock and Warrant Certificate referenced
above)  from  Defendants  pursuant  to Section 2.1, file and serve a Request for
Dismissal,  with  prejudice,  of  the  Litigation.


                                        5
<PAGE>
          2.2  Representations  and  Warranties
               --------------------------------

               The  Parties  warrant  that  they  have not assigned, conveyed or
transferred,  or  purported to assign, convey or transfer to any person, firm or
corporation,  or  entity of any other kind of description, either voluntarily or
involuntarily, any claim, cause of action, or right based on, or arising out of,
or  in connection with any matter, fact, or anything described or referred to in
the  Recitals  or  in  the  referenced  Litigation.  To the extent any party has
assigned or transferred any claim, cause of action, or right based on or arising
out  of  these  matters,  whether  voluntarily  or  involuntarily,  or otherwise
breached this warranty, said party agrees to defend, indemnify and hold harmless
each  and  all  other  Parties  and  their  predecessors,  successors,  assigns,
representatives,  trustees,  directors,  controlling persons, officers, spouses,
former  spouses,  agencies,  shareholders,  beneficiaries,  agents,  employees,
insurers,  receivers,  attorneys,  and each of them, from and against any claim,
demand, debt, liability, account, obligation, cost, damage expense, lien, action
or  cause  of  action  (including  payment  of legal fees and costs) based on or
arising  out  of,  or  in  connection  with,  any  such  transfer, conveyance or
assignment,  or  the  purported  or  claimed transfer, conveyance or assignment.

          2.3  Release  of  Claims
               -------------------

               In  consideration  for  this  Settlement  Agreement and the terms
recited,  Plaintiffs  hereby  release  Defendants, and Defendants hereby release
Plaintiffs,  and  each releases their respective predecessors, agents, servants,
employers,  employees,  owners,  shareholders,  officers, directors, controlling
persons,  partners,  associates,  attorneys,  representatives,  assigns,  heirs,
spouses,  former  spouses,  agencies,  firms, brokers, appraisers, associations,
partnerships,  limited  liability  partnerships, limited liability companies and
corporations,  and  their  insurance companies, and each and all of them, of and
from  any and all obligations, liability, guarantees, actions, causes of action,
damages,  judgments,  executions,  debts, costs, expenses, attorney fees, taxes,
liens,  notes,  securities,  stocks,  bonds,  investments,  claims,  and demands
whatsoever  under the laws of the State of California, and of any other state of
the  United States and/or the United States of America and the laws of any other
nation,  country,  territory or jurisdiction, for, from, upon, under, on account
of, growing or arising out of, or related to any and all acts, transactions, and
occurrences,  including,  but  not  limited  to,  all  acts,  transactions  and
occurrences  referenced  in  the Recitals and in the Litigation, and any and all
obligations,  contracts,  liabilities,  guarantees,  actions,  causes of action,
arising  by  statute  or  otherwise, judgments, indemnification agreements, hold
harmless agreements, executions, debts, costs, expenses, attorney fees, damages,
taxes, liens, notes, securities, stocks, bonds, investments, claims, charges and
losses,  of  any  kind, nature and character, now existing, known or unknown, or
later  becoming  known,  accrued  or  later  accruing,  resulting  directly  or
indirectly,  proximately or remotely, from any and all of the matters and things
arising  prior  to  the date this Settlement Agreement is executed.  The Parties
acknowledge a full compromise and settlement, and complete satisfaction thereof.
The  Parties acknowledge that they may later discover facts different from or in
addition  to  those  they  now  know  or  believe to be true with respect to the
claims,  demands, causes of action, obligations, damages, and liabilities of any
nature  that  are  the  subject  of  this Settlement Agreement and release.  The
Parties expressly agree that this Settlement Agreement, and the release recited,
shall  be  and remain effective in all respects regardless of such additional or
different  facts.


                                        6
<PAGE>
          2.4  Civil  Code  Section  1542  Waiver
               ----------------------------------

               It  is  further  understood  and  agreed  that  Plaintiffs  and
Defendants  specifically and expressly waive any and all rights under Civil Code
section 1542, or any analogous (in whole or in part) federal, state or municipal
law,  rule,  regulation  or  ordinance.  Section  1542  provides  as  follows:

               [Certain Claims Not Affected By General Release]
               ------------------------------------------------

               "A general release does not extend to claims which
               the  creditor does not know or suspect to exist in
               his  favor  at  the time of executing the Release,
               which  if  known  by  him,  must  have  materially
               effected  his  settlement  with  the  debtor."

          2.5  No  Admission  of  Liability
               ----------------------------

               This  Settlement  Agreement is entered into by the Parties solely
for  the  purpose of compromising and settling the Litigation and all matters in
dispute  or  potentially  in  dispute between them.  It does not constitute, nor
shall  it  be construed to constitute, an admission by any of the Parties of the
truth  or validity of the claims and/or defenses asserted or which may have been
asserted  by  one  against  the  other.

          2.6  Attorney's  Fees  and  Costs
               ----------------------------

               The  Parties  agree  that  each  will  bear  their  own costs and
attorneys'  fees  incurred  in  connection  with  all  matters  resolved by this
Settlement  Agreement  except  as  provided  in  Section  3.

     3.   Remedies  in  the  Event  of  a  Breach
          ---------------------------------------

          In  the  event of a breach of this Settlement Agreement, all legal and
equitable  remedies  may  be  employed  to  enforce the terms including, but not
limited  to,  injunctive  relief  and/or filing of the Stipulation.  The Parties
further  agree  that other than with regard to the filing of the Stipulation and
entry  of  a  judgment  thereon,  any  dispute  arising  out  of this Settlement
Agreement,  including  its  interpretation  and  enforcement,  shall be resolved
through  binding  arbitration before the American Arbitration Association venued
in  Orange  County,  California.  In  the event of a breach or violation of this
Settlement  Agreement, the prevailing party will be entitled to recover from the
losing  party  the  prevailing  party's  reasonable  attorney's  fees and costs.


                                        7
<PAGE>
     4.   Successors
          ----------

          This  Settlement  Agreement  is  binding  upon  and shall inure to the
benefit  of the Parties and each party's respective successors, assigns, privies
in  interest,  heirs,  spouses, principals, agents and personal representatives.

     5.   Interpretation
          --------------

          The  Parties  acknowledge  and  agree  that  they  have been given the
opportunity to independently review this Settlement Agreement with legal counsel
prior to acceptance and agreement to the particular language and provisions.  In
the  event  of an ambiguity in, or dispute regarding the interpretation of same,
the  interpretation  of  this  Settlement Agreement shall not be resolved by any
rule of interpretation providing for interpretation against the party who causes
the  uncertainty  to  exist  or  against  the  drafter.

     6.   Entire  Agreement
          -----------------

          This  Settlement  Agreement contains the sole and entire agreement and
understanding  of the Parties with respect to the entire subject matter, and any
and  all prior discussions, negotiations, commitments and understandings related
hereto  are  merged  herein.  No  representations, oral or otherwise, express or
implied  other  than  those  contained  in  this Agreement have been made by any
party.  No  other  agreements  not  specifically  referred  to  herein,  oral or
otherwise,  shall  be  deemed  to  exist  or  to  bind  any  of  the  Parties.

     7.   Terms  Mutually  Independent
          ----------------------------

          Each  provision  of  this  Settlement Agreement is independent of each
other  provision,  except that this Settlement Agreement shall only be effective
upon  full  performance  as  to  the  recited  consideration.

     8.   Waiver,  Modification  and  Amendment
          -------------------------------------

          No  provisions  of  this  Settlement Agreement may be waived unless in
writing  and  signed  by  all Parties.  Waiver of any one provision shall not be
deemed  to  be a waiver of any other provision. This Settlement Agreement may be
modified  or  amended  only  by  a  later  writing signed by all of the Parties.

     9.   Related  Documents
          ------------------

          The  Parties  (and  each  of them) authorize, entrust and direct their
attorneys  of  record  (if applicable) to execute all documents necessary and to
take  all  actions  necessary  to  accomplish  and  carry  out the terms of this
Settlement  Agreement, and the Parties agree to execute all documents reasonably
required  in  order  to  effectuate  the  terms  of  this  Settlement Agreement.


                                        8
<PAGE>
     10.  Construction  and  Jurisdiction
          -------------------------------

          This  Settlement  Agreement  and  the  Stipulated  Judgment  shall  be
construed  in  accordance  with  the laws of the State of California.  Any legal
proceeding  to  enforce  this  Settlement  Agreement  and  for  filing  of  the
Stipulation  and  entry  of  the Stipulated Judgment in the event of any uncured
breach  of  this  Settlement  Agreement,  shall  be  brought  in  Orange County,
California.

     11.  Titles  and  Captions
          ---------------------

          Paragraph titles and captions contained in this Agreement are inserted
only  as  a matter of convenience and for reference and in no way define, limit,
extend  or  describe the scope of this Settlement Agreement or the intent of any
provision.

     12.  Counterpart  Signature  Pages
          -----------------------------

          This  Settlement  Agreement may be executed by the parties (and signed
off  on  as  having  been reviewed and approved as to form by counsel of record)
through counterpart signature pages (and not as part of one document bearing all
signatures  consecutively),  all  of  which,  when  together,  shall  constitute
satisfaction  of  the  signature  requirements.  Facsimile signature pages shall
also  be  acceptable  as  if  they  were  signed  originals.

     13.  Notices
          -------

          All  notices  required  under  this  Settlement  Agreement  and  the
Stipulated Judgment shall be deemed effective if served by telecopier or, in the
option of the sender, by Federal Express or other overnight delivery system, and
shall  be  forwarded  to  the  Parties  as  follows:

          A.   If  to  Plaintiffs  Pacific  Industrial Partners, Neal,
               Milstein and Hager, to them at 1100 Quail Street, Suite
               207,  Newport  Beach,  California  92660, Facsimile No.
               (949)  253-7923, and if to Plaintiffs BHIS and Davidov,
               to  350  South Beverly Drive, Suite 170, Beverly Hills,
               California  90212, Facsimile No. (310) 553-4322, with a
               copy  to Peter M. Stone, Esq., Paul, Hastings, Janofsky
               & Walker, LLP, 695 Town Center Drive, 17th Floor, Costa
               Mesa,  California  92626-1924,  Facsimile  No.  (714)
               979-1921.

          B.   If  to  Defendants  WWN,  Tortorice,  Rotert, Bream and
               Shen,  to Mr. Jerry Collazo, President and Acting Chief
               Executive  Officer,  Worldwide Wireless Networks, Inc.,
               770  The  City  Drive  South,  Suite  3400,  Orange,
               California  92868, Facsimile No. (714) 937-6310, with a
               copy  to  Robert  J. Feldhake, Esq., Feldhake, August &
               Roquemore  LLP,  19900  MacArthur  Blvd.,  Suite  850,
               Irvine, California 92612, Facsimile No. (949) 553-5098.


                                        9
<PAGE>
          C.   If  to  Defendant Clayton, to Daniel Jackson, Esq., 525
               South  300  East, Salt Lake City, Utah 84111, Facsimile
               No.  (801)  364-5645.

Should  addresses,  facsimile  numbers  of  other identified information change,
notice  shall  be  given  in  accordance  with  this  provision.

     14.  Authority
          ---------

          The  undersigned  individuals  and/or entities execute this Settlement
Agreement  on behalf of their respective parties, and represent and warrant that
said  individual  and/or  entities are authorized to enter into and execute this
Settlement  Agreement  on behalf of such Parties, that the appropriate corporate
resolutions  or  other consents have been passed and/or obtained (if necessary),
and  that  this  Settlement  Agreement  shall  be  binding on the party on whose
benefit  they  are  executing  this  Settlement  Agreement.

                                        PACIFIC  INDUSTRIAL  PARTNERS


Dated     :  April  19,  2001           By:               /s/
                                           ------------------------------------

                                        Title:   C.F.O.
                                              ---------------------------------


Dated     :  April  18,  2001           By:               /s/
                                           ------------------------------------

                                        Title:  Executive Vice President
                                              ---------------------------------



                                        BHIS,  INC.



Dated     :  April  17,  2001           By:               /s/
                                           ------------------------------------

                                        Title:  President
                                              ---------------------------------


                                       10
<PAGE>
Dated     :  April  17,  2001           By:               /s/
                                           ------------------------------------

                                        Title:  Secretary
                                              ---------------------------------


Dated     :  April  18,  2001           By:               /s/
                                           ------------------------------------
                                           Robert  Neal,  an  individual


Dated     :  April  19,  2001           By:               /s/
                                           ------------------------------------
                                           Adam  Milstein,  an  individual


Dated     :  April  20,  2001           By:               /s/
                                           ------------------------------------
                                           David  Hager,  an  individual


Dated     :  April  17,  2001           By:               /s/
                                           ------------------------------------
                                           Allan  Davidov,  an  individual



                                        WORLDWIDE  WIRELESS  NETWORKS,  INC.



Dated     :  April  17,  2001           By:               /s/
                                           ------------------------------------

                                        Title:  Jerry Collazo, President
                                              ---------------------------------


Dated     :  April  17,  2001           By:               /s/
                                           ------------------------------------

                                        Title:  Steve Button, Controller
                                              ---------------------------------



Dated     :  April  18,  2001           By:               /s/
                                           ------------------------------------
                                           Jack  Tortorice,  an  individual


Dated     :  April  18,  2001           By:               /s/
                                           ------------------------------------
                                           Thomas  J.  Rotert,  an  individual


                                       11
<PAGE>
Dated     :  April  18,  2001           By:               /s/
                                           ------------------------------------
                                           Charles "Cliff" Bream, an individual



Dated     :  April  18,  2001           By:               /s/
                                           ------------------------------------
                                           Dennis  Shen,  an  individual



Dated     :  April  19,  2001           By:               /s/
                                           ------------------------------------
                                           John  Clayton,  an  individual


REVIEWED  AND  APPROVED  AS  TO  FORM:
-------------------------------------


                                        PAUL, HASTINGS, JANOFSKY & WALKER LLP



Dated     :  April  23,  2001           By:               /s/
                                           ------------------------------------
                                           Peter  M.  Stone,  Esq.
                                           Attorney  for   Plaintiffs, Pacific
                                           Industrial Partners,  BHIS,  Inc.,
                                           Robert Neal, Adam Milstein, David
                                           Hager  and  Allan  Davidov



                                        FELDHAKE,  AUGUST  &  ROQUEMORE,  LLP



Dated     :  April  24,  2001           By:               /s/
                                           ------------------------------------
                                           Robert  J.  Feldhake,  Esq.
                                           Attorney  for  Defendants, Worldwide
                                           Wireless  Networks,  Inc.,  Jack
                                           Tortorice, Thomas J. Rotert, Charles
                                           "Cliff" Bream, and  Dennis  Shen


                                       12
<PAGE>
                                        DANIEL  JACKSON,  ESQ.



Dated     :  April  19,  2001           By:               /s/
                                           ------------------------------------
                                           Daniel  Jackson,  Esq.
                                           Attorney for Defendant, John Clayton


                                       13
<PAGE>
                                    EXHIBIT A
                                    ---------


                                 PROMISSORY NOTE
                                 ---------------


$45,000.00                      Irvine,  California               April 17, 2001


For  value  received  and  acknowledged,  as recited in this document, Worldwide
Wireless  Networks,  Inc.  (the  "Maker"), promises to pay to Pacific Industrial
Partners,  a  California  limited liability company organized and existing under
the  laws  of the State of California, and BHIS, Inc., a California corporation,
or  their  designee(s)(the  "Holder"),  care  of  Peter  M.  Stone,  Esq., Paul,
Hastings,  Janofsky  &  Walker, LLP, at 695 Town Center Drive, 17th Floor, Costa
Mesa,  California,  or  at  such  other  place  as the Holder may designate, the
principal  sum  of  Forty-Five  Thousand and No/100ths Dollars ($45,000.00) with
simple  interest  from  this date forward on the unpaid principal at the rate of
eight  percent  (8%)  per annum (the "Note").  Payment of the principal sum plus
all  accrued  interest shall be due nine (9) months after the date of this Note,
or  on  or  before  January  17,  2002.

Maker,  on  pre-paying to Holder or its designee the sum of Thirty-Five Thousand
and  No/100ths  Dollars ($35,000.00) and then accrued interest on such principal
sum within six (6) months of the execution of this Note, or on or before October
17,  2001, shall be deemed to have paid Holder in full for all obligations under
this  Note.  Holder  covenants  and agrees to reduce the principal obligation of
the  Note  from  $45,000.00  to  $35,000.00  if  paid  within  six (6) months of
execution, or on or before October 17, 2001, and to waive all accrued but unpaid
interest  on  the  $10,000.00  of  principal so reduced, but shall not waive any
accrued  but  unpaid interest on the $35,000.00 of principal so prepaid, as well
as  the  remaining  principal  balance.  Said prepayment shall also be deemed to
satisfy  in full Maker's obligations pursuant to Section 2.1.b of the Settlement
Agreement,  to which agreement this Note is appended and incorporated as Exhibit
"A".

This  Note  is intended to satisfy Maker's obligations pursuant to Section 2.1.b
of  the  Settlement  Agreement  and  Mutual  and  General  Release  ("Settlement
Agreement")  dated  April 17, 2001.  Maker, in executing this Note, acknowledges
the  sum  recited as being reasonable, due and owing by Maker to Holder pursuant
to  the  provisions  of the Settlement Agreement.  In further part, Maker waives
and  relinquishes  any defenses to payment of this Note, in whole or in part, or
any  offsets  against  collection  or recovery by Holder of any and all sums due
under  this  Note.


<PAGE>
                                                             Initials:  /s/
                                                                       ---------

                                                                Dated:  4/23/01
                                                                       ---------

                                    EXHIBIT A

All  or  any  part  of  the principal or interest of this Note may be prepaid by
Maker  at  any  time  and  from  time  to time without premium or penalty.  Each
payment  shall  first  be  credited  against accrued and unpaid interest and the
remainder  of  any  such  payment  shall  then  be  credited  against the unpaid
principal  amount  hereof; and interest shall thereupon cease upon the principal
so credited.  Principal and interest shall be paid in lawful money of the United
States.  At  the  option  of the Holder, the whole sum of principal and interest
shall  become  immediately  due  and  payable in the event that the Maker is not
current  on its debts and obligations to Holder or is otherwise in breach of any
terms  of  this  Note.


                                      -2-


<PAGE>
                                                             Initials:  /s/
                                                                       ---------

                                                                Dated:  4/23/01
                                                                       ---------

                                    EXHIBIT A

If  this  Note  is  not  paid  when  due,  the  Maker agrees to pay all costs of
collection  thereof,  including  reasonable attorney's fees, costs and expenses,
whether or not a suit or an action is commenced to enforce payment of this Note.
Maker  hereby  waives  presentment,  notice  of  dishonor  and  protest.

This  Note  is  made  in  California  and  shall be governed by and construed in
accordance  with  the internal laws of the State of California applicable to the
enforcement  and  operation  of  such  instruments in this State, without giving
effect  to  principles  of  conflicts  of law applied thereby.  Holder and Maker
agree  that  should  a  dispute  arise  in  regard  to  this  Note,  it shall be
adjudicated  through  binding  arbitration  before  the  American  Arbitration
Association  in Orange County, State of California.  In the event arbitration or
litigation  is  instituted  between  the Maker and Holder in connection with any
controversy or dispute arising from, under or related to this Note, the judgment
therein  shall  include  a reasonable sum to be paid to the prevailing party for
and  on  account  of  attorneys' fees and costs incurred in such litigation, and
shall  provide  for  post-judgment  attorneys'  fees incurred in such litigation
and/or  in  collecting  the  judgment.  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.

The  undersigned  hereby  represents  and  warrants to the Holder that he is the
authorized  signatory  of the Maker, with full power and authority to enter into
and  execute this Note for and on behalf of the Maker, which instrument, once so
executed  and  delivered  to  Holder  shall  be  the  legal obligation of Maker,
enforceable against it by any Court of competent jurisdiction in accordance with
its  terms.


                                         WORLDWIDE WIRELESS  NETWORKS,  INC.

Dated  :  April  23,  2001               By:         /s/
                                            ------------------------------------

                                         Its:  Jerry Collazo, President
                                             -----------------------------------

     State  of  California        )
                                  )  ss:
     County  of  Orange           )

     On  April 23, 2001, before me, Anthony W. Nowak Przygodzki, a Notary Public
               --                   ---------------------------
in  and  for  said  State,  personally appeared Jerry Collazo, (known to me) (or
                                                -------------
proved  to  me  on  the  basis of satisfactory evidence) to be the persons whose
names  subscribed  to  the  within instrument and acknowledged that executed the
same.


                                      -3-


<PAGE>
                                                             Initials:  /s/
                                                                       ---------

                                                                Dated:  4/23/01
                                                                       ---------

                                    EXHIBIT A

Witness  my  hand  and  official  seal.

                                                  /s/
                                           ------------------------------------
                                                   NOTARY  PUBLIC

     My  commission  expires:  April 22,2002
                              ----------------



                                        WORLDWIDE  WIRELESS  NETWORKS,  INC.


Dated  :  April  23,  2001              By:       /s/
                                           ------------------------------------

                                        Its:  Dennis Shen, Secretary
                                            -----------------------------------

     State  of  California        )
                                  )  ss:
     County  of  Orange           )

     On  April 23, 2001, before me, Anthony W. Nowak Przygodzki, a Notary Public
               --                   ---------------------------
in  and  for  said  State,  personally appeared  Dennis  Shen, (known to me) (or
                                                -------------

proved  to  me  on  the  basis of satisfactory evidence) to be the persons whose
names  subscribed  to  the  within instrument and acknowledged that executed the
same.

     Witness  my  hand  and  official  seal.

                                                  /s/
                                           ------------------------------------
                                                   NOTARY  PUBLIC

     My  commission  expires:  April 22,2002
                              ----------------


                                      -4-


<PAGE>
                                                             Initials:  /s/
                                                                       ---------

                                                                Dated:  4/23/01
                                                                       ---------

                                    EXHIBIT A

APPROVED  AND  AGREED  TO  BY  THE  HOLDER:
------------------------------------------


                                        PACIFIC  INDUSTRIAL  PARTNERS,
                                        a California Limited Liability Company


Dated  :  April  ___,  2001             By:
                                           ------------------------------------

                                        Its:
                                            -----------------------------------

     State  of  California        )
                                  )  ss:
     County  of  Orange           )

     On  ______________,  2001,  before me, __________________________, a Notary
Public  in  and for said State, personally appeared ___________________________,
(known  to me) (or proved to me on the basis of satisfactory evidence) to be the
persons  whose  names  subscribed to the within instrument and acknowledged that
executed  the  same.

     Witness  my  hand  and  official  seal.


                                           ------------------------------------
                                                   NOTARY  PUBLIC

     My  commission  expires:  ______________________



                                        PACIFIC  INDUSTRIAL  PARTNERS,
                                        a  California Limited Liability Company


Dated  :  April  ___,  2001             By:
                                           -------------------------------------

                                        Its:
                                            ------------------------------------


                                      -5-


<PAGE>
                                                             Initials:  /s/
                                                                       ---------

                                                                Dated:  4/23/01
                                                                       ---------

                                    EXHIBIT A

     State  of  California        )
                                  )  ss:
     County  of  Orange           )

     On  ______________,  2001,  before me, __________________________, a Notary
Public  in  and for said State, personally appeared ___________________________,
(known  to me) (or proved to me on the basis of satisfactory evidence) to be the
persons  whose  names  subscribed to the within instrument and acknowledged that
executed  the  same.

Witness  my  hand  and  official  seal.


                                           ------------------------------------
                                                   NOTARY  PUBLIC

     My  commission  expires:  ______________________


                                        BHIS,  INC.,  a  California  Corporation


Dated     :  April  ___,  2001          By:
                                           -------------------------------------

                                        Its:
                                            ------------------------------------

     State  of  California        )
                                  )  ss:
     County  of  Orange           )

     On  ______________,  2001,  before me, __________________________, a Notary
Public  in  and for said State, personally appeared ___________________________,
(known  to me) (or proved to me on the basis of satisfactory evidence) to be the
persons  whose  names  subscribed to the within instrument and acknowledged that
executed  the  same.

     Witness  my  hand  and  official  seal.


                                           ------------------------------------
                                                   NOTARY  PUBLIC

     My  commission  expires:  ______________________


                                      -6-

<PAGE>
                                                             Initials:  /s/
                                                                       ---------

                                                                Dated:  4/23/01
                                                                       ---------

                                    EXHIBIT A

                                        BHIS,  INC.,  a  California  Corporation


Dated  :  April  ___,  2001             By:
                                           ------------------------------------

                                        Its:
                                            -----------------------------------

     State  of  California        )
                                  )  ss:
     County  of  Orange           )

     On  ______________,  2001,  before me, __________________________, a Notary
Public  in  and for said State, personally appeared ___________________________,
(known  to me) (or proved to me on the basis of satisfactory evidence) to be the
persons  whose  names  subscribed to the within instrument and acknowledged that
executed  the  same.

     Witness my hand and official seal.


                                           ------------------------------------
                                                   NOTARY  PUBLIC

     My  commission  expires:  ______________________


                                      -7-
                                                             Initials:  /s/
                                                                       ---------

                                                                Dated:  4/23/01
                                                                       ---------

                                    EXHIBIT A


<PAGE>
                                    EXHIBIT B
                                    ---------

Robert J. Feldhake, Esq., (State Bar No. 107380)
Dimitri P. Gross, Esq., (State Bar No. 174347)
FELDHAKE, AUGUST & ROQUEMORE LLP
Newport Gateway - Tower 2
19900 MacArthur Boulevard, Suite 850
Irvine, California 92612
Telephone No. (949) 553-5000
Facsimile No. (949) 553-5098

Attorney for Defendants: Worldwide Wireless Networks, Inc.


                    SUPERIOR COURT OF THE STATE OF CALIFORNIA

                FOR THE COUNTY OF ORANGE, CENTRAL JUSTICE CENTER

PACIFIC INDUSTRIAL PARTNERS, a              )  Case No. 00CC08241
California limited liability company; BHIS, )
INC., a California corporation; ROBERT      )  ASSIGNED FOR ALL PURPOSES TO THE
NEAL, an individual; ADAM MILSTEIN,         )  HONORABLE BARBARA TAM NOMOTO
an individual; DAVID HAGER, an              )  SCHUMANN, DEPARTMENT C03
individual; and ALLAN DAVIDOV, an           )  _________________________________
individual,                                 )
                                            )  STIPULATION FOR ENTRY OF JUDGMENT
                       Plaintiffs,          )
                                            )
          vs.                               )
                                            )
WORLDWIDE WIRELESS NETWORKS,                )
INC., a Nevada corporation, doing business  )
as GLOBAL PACIFIC INTERNET,                 )
formerly doing business as PACIFIC LINK     )
INTERNET, INC.; JACK TORTORICE, an          )
individual; THOMAS J. ROTERT, an            )
individual; CHARLES "CLIFF" BREAM,          )
an individual; DENNIS SHEN, an              )
individual; JOHN CLAYTON, an                )
individual doing business as Mutual         )
Ventures, doing business as Principal       )
Holdings; and DOES 1-50, inclusive,         )
                                            )
                       Defendants           )
___________________________________________ )

 ______________________________________________________________________________
                        Stipulation for Entry of Judgment

                                   EXHIBIT "B"


<PAGE>
     IT  IS  HEREBY STIPULATED by and between the Plaintiffs, Pacific Industrial
Partners,  BHIS, Inc., Robert Neal, Adam Milstein, David Hager and Allan Davidov
("Plaintiffs"),  and  the  Defendants,  Worldwide  Wireless Networks, Inc., Jack
Tortorice,  Thomas  J.  Rotert,  Charles  "Cliff"  Bream  and  Dennis  Shen
("Defendants")  (jointly,  the "Parties"), that Judgment ("Stipulated Judgment")
be  entered  in  favor  of  Plaintiffs  and  against Defendants in the amount of
$45,000.00  as  follows:

     1.     On or about October 11, 2000, Plaintiffs filed the present Complaint
against  Defendants  for  breach  of contract, breach of the implied covenant of
good  faith and fair dealing, promissory estoppel, intentional interference with
existing  contract,  negligent interference with existing contract and negligent
misrepresentation.  Defendants  have timely filed an Answer to the Complaint and
denied  liability  on  the  claims  recited.

     2.     Plaintiffs  and Defendants have settled and resolved their disputes.
As  part  of the settlement, Defendants stipulate to a Judgment against them and
agree  to  pay Plaintiffs the total sum of $45,000.00, or such lesser sum as may
be deemed owing pursuant to Section 2.1.b of the Settlement Agreement and Mutual
and  General  Release  ("Settlement  Agreement").

     3.     Upon  Ex  Parte Application by Plaintiffs supported by a Declaration
of  Counsel  reciting the default by Defendant Worldwide Wireless Networks, Inc.
("Defendant WWN") on a Promissory Note provided pursuant to Section 2.1.b of the
Settlement  Agreement,  notice  is  given  of  such  default  and the failure of
Defendant WWN to timely cure, Plaintiff shall be entitled to immediate entry and
enforcement of the Judgment provided for by this Stipulation, including issuance
of  the  requisite enforcement documents by the Court.  Plaintiffs shall also be
entitled  to  reasonable  attorney's  fees  and  costs  for  any and all efforts


                                        2
______________________________________________________________________________
                        Stipulation for Entry of Judgment


<PAGE>
                                   EXHIBIT "B"

undertaken  to  file  this Stipulation, to obtain a Judgment, and to enforce the
appended  Judgment  (up  to  and  including  the  date  the  Judgment  is  fully
satisfied).  Defendants  hereby  waive  any  and  all defenses that they have or
purport  to  have,  or  may  have as to the filing, entry and enforcement of the
Judgment.  Defendants covenant to provide Plaintiffs at all times with a current
address and telephone number where Plaintiffs' intention to enforce the Judgment
may  be  given.  If  notice is given to the last provided address of Defendants,
but  is in fact not the current address, the Parties deem such notice to have in
fact  been  given  in  compliance  with  this  Stipulation.

     4.     The  Parties  agree  that this Stipulation is binding upon and shall
inure  to  the  benefit  of  the Parties and each party's respective successors,
assigns,  heirs,  privies  and  personal  representatives.

     5.     The  Parties  acknowledge  and  agree  that they have been given the
opportunity  to  independently review this Stipulation with legal counsel and/or
had  the  requisite  experience and sophistication to understand, interpret, and
agree  to  the  language  and  provisions.  In  the event of an ambiguity in, or
dispute  regarding  the  interpretation  of  same,  the  interpretation  of this
Stipulation  shall  not  be resolved by any rule of interpretation providing for
interpretation  against  the  party  who  causes  the  uncertainty  to  exist.


                                        3
 _____________________________________________________________________________
                        Stipulation for Entry of Judgment

                                   EXHIBIT "B"
<PAGE>
                                        PACIFIC  INDUSTRIAL  PARTNERS


Dated  :  April  ___,  2001             By:
                                           ------------------------------------

                                        Its:
                                            -----------------------------------



Dated  :  April  ___,  2001             By:
                                           ------------------------------------

                                        Its:
                                            -----------------------------------



                                        BHIS,  INC.


Dated  :  April  ___,  2001             By:
                                           ------------------------------------

                                        Its:
                                            -----------------------------------



Dated  :  April  ___,  2001             By:
                                           ------------------------------------

                                        Its:
                                            -----------------------------------



Dated  :  April  ___,  2001             By:
                                           ------------------------------------
                                           Robert  Neal,  an  individual


                                        4
 _____________________________________________________________________________
                        Stipulation for Entry of Judgment

                                   EXHIBIT "B"
<PAGE>
Dated  :  April  ___,  2001             By:
                                           ------------------------------------
                                           Adam  Milstein,  an  individual



Dated  :  April  ___,  2001             By:
                                           ------------------------------------
                                           David  Hager,  an  individual


Dated  :  April  ___,  2001             By:
                                           ------------------------------------
                                           Allan  Davidov,  an  individual



                                        WORLDWIDE  WIRELESS  NETWORKS,  INC.



Dated  :  April  17,  2001              By:         /s/
                                           ------------------------------------

                                        Its:  Jerry Collazo, President
                                           ------------------------------------



Dated  :  April  17,  2001              By:         /s/
                                           ------------------------------------

                                        Its:  Steve Button, Controller
                                           ------------------------------------



Dated  :  April  18,  2001              By:         /s/
                                           ------------------------------------
                                           Jack  Tortorice,  an  individual



Dated  :  April  18,  2001              By:         /s/
                                           ------------------------------------
                                          Thomas  J.  Rotert,  an  individual



Dated  :  April  18,  2001              By:         /s/
                                           ------------------------------------
                                           Charles "Cliff" Bream, an  individual


                                        5
 _____________________________________________________________________________
                        Stipulation for Entry of Judgment

                                   EXHIBIT "B"
<PAGE>


Dated  :  April  ___,  2001             By:         /s/
                                           ------------------------------------
                                           Dennis  Shen,  an  individual


                                        6
 _____________________________________________________________________________
                        Stipulation for Entry of Judgment

                                   EXHIBIT "B"
<PAGE>
                                    EXHIBIT C
                                    ---------

                              WARRANT CERTIFICATE
                              -------------------


April 17, 2001                                                           250,000
--------------------------------------------------------------------------------

                                    Warrants
                                    --------


THE  WARRANTS  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES
LAWS.  SUCH  WARRANTS  MAY  NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE,
TRANSFERRED,  PLEDGED,  OR  HYPOTHECATED  UNLESS  QUALIFIED AND REGISTERED UNDER
APPLICABLE  STATE  AND  FEDERAL  SECURITIES  LAWS  OR  UNLESS, IN THE OPINION OF
COUNSEL  SATISFACTORY  TO  WORLDWIDE WIRELESS NETWORKS, INC., SUCH QUALIFICATION
AND  REGISTRATION  IS  NOT  REQUIRED  PURSUANT  TO  AN  EXEMPTION THEREFROM.  NO
TRANSFER  OF  ANY SUCH WARRANT SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS
HAVE  BEEN  FULFILLED.

                                  WARRANTS FOR
                            PURCHASE OF COMMON STOCK

THIS  CERTIFIES  THAT,  FOR VALUE RECEIVED, the Holder(s) listed in the attached
Schedule  A  are  the owners of the indicated number of warrants specified above
-----------
(the  "Warrants")  issued  by  WORLDWIDE  WIRELESS NETWORKS, INC., a corporation
organized  and  existing  under  the  laws  of  the  State  of  Nevada  (the
"Corporation").  The  Warrants  represented  hereby  entitle  the  Holder(s)  to
purchase,  subject to the terms and conditions set forth in this instrument (the
"Warrant  Certificate"),  two  hundred  fifty  thousand  (250,000)  shares  of
validly-issued,  fully-paid  and non-assessable common stock of the Corporation,
having  a  par value of $0.01 per share (the "Common Stock").  Such purchase may
be  made  at any time, and from time to time, prior to or on the Expiration Date
(as  hereinafter  defined),  upon the presentation and surrender of this Warrant
Certificate  with  a  written  notice  signed  by  the  Holder  or  Holders,  as
applicable,  stating  the number of shares of Common Stock with respect to which
such  exercise  is  being  made,  at  the  principal  corporate  address  of the
Corporation,  accompanied  by  the  applicable  Purchase  Price  (as hereinafter
defined)  for  each  Warrant  exercised  in  the  manner  prescribed  herein.

SECTION 1. DEFINITIONS.   As  used  herein,  the  following terms shall have the
           -----------
           following meanings, unless the context shall otherwise require:

          (a)  "Commission"  means  the  United  States  Securities and Exchange
               Commission,  or  any  successor  agency  thereto.


<PAGE>
          (b)  "Common  Stock"  shall  mean the common stock of the Corporation,
               which  has  the  right  to  participate  in  the  distribution of
               earnings and assets of the Corporation without limit as to amount
               or  percentage.

          (c)  "Corporate  Office"  shall  mean the office of the Corporation at
               which,  at  any  particular time, its principal business shall be
               administered,  which  office is currently located at 770 The City
               Drive,  Suite  3400,  Orange,  CA  92868.

          (d)  "Exercise  Date" shall mean, as to any Warrant, the date on which
               the  Corporation  shall  have  received  both  (a)  this  Warrant
               Certificate,  together  with  a  written  notice  of  exercise in
               accordance  herewith,  duly executed by the Holder or Holders, as
               applicable,  and  indicating  that the Holder(s) is (are) thereby
               exercising  such Warrant, and (b) payment in cash, or by official
               bank  or  certified  check made payable to the Corporation, of an
               amount  in  lawful money of the United States of America equal to
               the  applicable  Purchase  Price.

          (e)  "Expiration Date" shall mean 5:00 P.M. (Pacific Standard Time) on
               the  date which is eleven (11) months from the issue date of this
               Warrant  Certificate. If such date shall be a holiday or a day on
               which  banks  are authorized to close in the State of California,
               then  the  Expiration Date shall mean 5:00 P.M. (Pacific Standard
               Time)  of  the next consecutive banking business day in the State
               of  California.

          (f)  "Holder",  or  "Holders"  shall mean, as to any Warrant and as of
               any particular date, the persons listed in Schedule A attached to
                                                          ----------
               this  Warrant  and  in  whose  name  the  Warrant  Certificate
               representing  such Warrant shall be registered as of that date on
               the  books  maintained  by  the  Corporation.

          (g)  "Purchase  Price"  shall  mean the purchase price to be paid upon
               exercise  of  each Warrant hereunder in accordance with the terms
               hereof,  which  price  shall  be the average trading price of the
               ninety  (90)  day  period  preceding the date of issuance of this
               Warrant,  which  is  April  17,  2001.

          (h)  "Registrable Securities" means any and all securities entitled to
               be  registered  for  public  sale with the Commission pursuant to
               Section  6  of  this  Warrant  Certificate.

          (i)  "Registration  Statement"  shall mean the Form SB-2 (#333-57108),
               as  amended  and  currently  under  review  by the Securities and
               Exchange  Commission.

          (j)  "Securities  Act"  shall mean the Securities Act of 1933, and any
               amendments  or  modifications,  or successor legislation, thereto
               adopted,  and  all  regulations,  rules  or  other  laws  enacted
               thereunder.


                                      -2-
                                  EXHIBIT "C"
<PAGE>
          (k)  "Warrants"  shall  mean  the warrants represented by this Warrant
               Certificate.

          (l)  "Warrant  Certificate" shall mean any certificate (including this
               certificate)  representing  Warrants.

SECTION  2.  EXERCISE  OF  WARRANTS.
             ----------------------

     (a)  Each Warrant evidenced hereby may be exercised by the Holder(s) at any
               time  on  the  Exercise  Date,  upon the terms and subject to the
               conditions  set  forth  herein. A Warrant shall be deemed to have
               been  exercised immediately prior to the close of business on the
               Exercise  Date,  and  the  person(s)  entitled  to  receive  the
               securities  deliverable  upon  such exercise shall be treated for
               all  purposes  as  the  Holder(s)  of  those  securities upon the
               exercise  of  the  Warrant  as  of  the  close of business on the
               Exercise  Date.  Promptly  following, and in any event within ten
               (10)  business days after the date on which the Corporation first
               receives  clearance  of  all  funds  received  in  payment of the
               Purchase  Price  pursuant  to  this  Warrant  Certificate,  the
               Corporation  shall cause to be issued and delivered to the person
               or  persons  entitled  to  receive  the  same,  a  certificate or
               certificates  for  the  securities deliverable upon such exercise
               (plus  a  Warrant  Certificate  for  any  remaining  issued  but
               unexercised  Warrants  of the Holders). The obligation to deliver
               such  certificates  shall  arise  only  upon  completion  of
               registration  requirements  as set forth in Section 6 and at such
               time  as  the  Corporation  may  lawfully  do  so.

     (b)  Upon  the  exercise  of  the  Warrants  represented  hereby,  if  the
               Corporation  so  requests,  the  Holder(s)  shall  certify to the
               Corporation  that  they  are  not exercising such Warrants with a
               view  to  distribute  the  Common Stock received pursuant to such
               exercise  in  violation of any state or federal securities law or
               regulation  including,  without  limitation,  the Securities Act.

SECTION  3.  RESERVATION  OF  SHARES;  LISTING;  PAYMENT  OF  TAXES;  ETC.
             ------------------------------------------------------------

          (a)  The  Corporation  covenants that it will at all times reserve and
               keep available out of its authorized Common Stock, solely for the
               purpose of issue upon the valid exercise of Warrants, such number
               of  shares  of  Common  Stock  as shall then be issuable upon the
               exercise  of  all outstanding Warrants. The Corporation covenants
               that  all  shares  of  Common  Stock which shall be issuable upon
               exercise  of the Warrants shall, at the time of delivery, be duly
               and  validly issued, fully-paid, non-assessable and free from all
               taxes,  liens  and  charges  with respect to the issuance thereof
               (other  than  those  which  the Corporation shall promptly pay or
               discharge).


                                      -3-
                                  EXHIBIT "C"
<PAGE>
          (b)  The  Corporation shall not be obligated to deliver any securities
               pursuant  to  the  exercise  of  the  Warrants represented hereby
               unless  and until the Registration Statement with respect to such
               securities  is  effective, or an exemption from such registration
               is available to the Corporation at the time of such exercise. The
               Corporation  covenants  that if any securities 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 securities law before such securities
               may  be  validly issued or delivered upon such exercise, then the
               Corporation will in good faith and as expeditiously as reasonably
               possible,  endeavor  to  secure  such  registration  or approval.
               However,  in  the  event that this Warrant Certificate represents
               Warrants  which  have  been  transferred  by  an  initial  holder
               thereof, the Warrants represented hereby may not be exercised by,
               nor  shares  of Common Stock issued to, the Holders hereof in any
               state  in  which  such  exercise  and issuance would be unlawful.

          (c)  The Corporation shall pay all documentary, stamp or similar taxes
               and  other  governmental charges that may be imposed with respect
               to  the  issuance of the Warrants, or the issuance or delivery of
               any  shares  of  Common  Stock  upon  exercise  of  the Warrants;
               provided,  however,  that if the shares of Common Stock are to be
               delivered  in  a  name other than the name of the Holders hereof,
               then  no such delivery shall be made unless the person requesting
               the same has paid to the Corporation the amount of transfer taxes
               or  charges  incident  thereto,  if  any.

SECTION  4.  LOSS  OR  MUTILATION.  Upon  receipt by the Corporation of evidence
             ------------------
             satisfactory  to  it  of  the  ownership  of,  and  loss,  theft,
             destruction or mutilation of, this Warrant Certificate and (in case
             of  loss,  theft  or  destruction) of indemnity satisfactory to the
             Corporation,  and  (in  the  case of mutilation) upon surrender and
             cancellation  thereof, the Corporation shall execute and deliver to
             the  Holder(s)  in  lieu  thereof a new Warrant Certificate of like
             tenor  representing  an  equal  aggregate  number of Warrants. Each
             Holder  requesting  a  substitute  Warrant Certificate due to loss,
             theft  or  destruction  shall,  prior  to receiving such substitute
             certificate,  provide  an  Affidavit to the Corporation in the form
             prescribed  thereby  and  signed  by  such Holder. Applicants for a
             substitute  Warrant  Certificate  shall  comply  with  such  other
             reasonable regulations and pay such other reasonable charges as the
             Corporation  may  prescribe.

SECTION  5.  RESTRICTIVE  LEGEND.  Except  as otherwise provided in this Section
             ------------------
             5,  each  certificate  for  Common  Stock initially issued upon the
             exercise  of  any  Warrant,  and  each certificate for Common Stock
             issued  to any subsequent transferee of any such certificate, shall
             be  stamped  or  otherwise imprinted with a legend in substantially
             the  following  form:


                                      -4-
                                  EXHIBIT "C"
<PAGE>
               "THE  SHARES  REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
               REGISTERED  UNDER  THE  SECURITIES  ACT  OF 1933, AS AMENDED, NOR
               REGISTERED  NOR  QUALIFIED  UNDER ANY STATE SECURITIES LAWS. SUCH
               SHARES  MAY  NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE,
               TRANSFERRED,  PLEDGED,  OR  HYPOTHECATED  UNLESS  QUALIFIED  AND
               REGISTERED  UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR
               UNLESS,  IN  THE  OPINION  OF  COUNSEL  SATISFACTORY TO WORLDWIDE
               WIRELESS  NETWORKS,  INC., SUCH QUALIFICATION AND REGISTRATION IS
               NOT  REQUIRED.  NO  TRANSFER  OF ANY SUCH SHARE SHALL BE VALID OR
               EFFECTIVE  UNTIL  SUCH  CONDITIONS  HAVE  BEEN  FULFILLED."

     (a)  Except  as  otherwise  provided  in  this  Section  5,  each  Warrant
          Certificate  shall  be stamped or otherwise imprinted with a legend in
          substantially  the  following  form:

               "THE  WARRANTS  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
               THE  SECURITIES  ACT  OF  1933,  AS  AMENDED,  NOR REGISTERED NOR
               QUALIFIED  UNDER ANY STATE SECURITIES LAWS. SUCH WARRANTS MAY NOT
               BE  OFFERED  FOR  SALE,  SOLD, DELIVERED AFTER SALE, TRANSFERRED,
               PLEDGED,  OR  HYPOTHECATED  UNLESS QUALIFIED AND REGISTERED UNDER
               APPLICABLE  STATE  AND  FEDERAL SECURITIES LAWS OR UNLESS, IN THE
               WRITTEN  OPINION  OF  COUNSEL  SATISFACTORY TO WORLDWIDE WIRELESS
               NETWORKS,  INC.,  SUCH  QUALIFICATION  AND  REGISTRATION  IS  NOT
               REQUIRED.  NO  TRANSFER  OF  ANY  SUCH  WARRANT SHALL BE VALID OR
               EFFECTIVE  UNTIL  SUCH  CONDITIONS  HAVE  BEEN  FULFILLED."


                                      -5-
                                  EXHIBIT "C"
<PAGE>
     (b)  The  legend requirements of Sections 5 above shall terminate as to any
          particular  Warrant  or share of Common Stock: (i) when and so long as
          such  security  shall  have  been  effectively  registered  under  the
          Securities  Act and disposed of pursuant to any registration statement
          made  effective  by the Commission; or (ii) when the Corporation shall
          have received an opinion of counsel reasonably satisfactory to it that
          such  shares  may  be  sold to the public without registration thereof
          under  the Securities Act. Whenever the legend requirements imposed by
          this  Section  5  shall  terminate  as  to  any  share of Common Stock
          purchased  pursuant to a Warrant represented hereby, and provided that
          the Corporation may then lawfully do so, the Holder(s) hereof shall be
          entitled  to  receive  from  the  Corporation,  at  the  Corporation's
          expense,  a new certificate representing such Common Stock not bearing
          the  restrictive  legend  set  forth  in  this  Section  5.

SECTION 6. REGISTRATION  RIGHTS.
           --------------------

     (a)  The  Corporation  shall,  as  quickly  as  practicable,  amend  its
          Registration  Statement  to  effect  the  registration  and  sale  of
          Registrable  Securities  for  the  account  of  the  Holder.



                                      -6-
                                  EXHIBIT "C"
<PAGE>
     (b)  The  Corporation  shall:

               (1)  furnish  to  each Holder of Registrable Securities copies 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 Registrable
                    Securities  owned  by  such  Holder;

               (2)  use its best efforts to register or qualify such Registrable
                    Securities under such other securities or "Blue Sky Laws" of
                    such  jurisdictions  as  all  Holders,  collectively,  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  Registrable
                    Securities  owned  by  such  seller;  provided  that  the
                    Corporation 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 Corporation shall only be
                    obligated to pay expenses in connection with qualifying such
                    Registrable  Securities  in  no  more  than  five  (5)
                    jurisdictions  but  shall  undertake  to  register  the
                    Registrable  Securities  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  Corporation's  legal  counsel
                    incurred  in  connection  with  any  such  additional
                    registrations.

               (3)  use  its  reasonable  efforts  to  cause  the  Registrable
                    Securities  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 Corporation to enable the
                    seller  or  sellers thereof to consummate the disposition of
                    such  Registrable  Securities;  and

               (4)  promptly and fully respond to any inquiry by or on behalf of
                    each  Holder  of  Registrable  Securities 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  Corporation  will  prepare a supplement or amendment to
                    such  prospectus  so  that,  as  thereafter delivered to the
                    purchasers  of  such Registrable Securities, 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.


                                      -7-
                                  EXHIBIT "C"
<PAGE>
          (c)  The Corporation may require each Holder of Registrable Securities
               as  to which the registration is being effected to furnish to the
               Corporation  such  information  regarding such Holder, and/or the
               proposed method of distribution of such Registrable Securities as
               the  Corporation  may  from  time  to  time reasonably request in
               writing.

          (d)  The Holders agree to indemnify and hold harmless the Corporation,
               and  each  of  its  directors  and  officers  who  shall sign the
               Registration  Statement,  and  any  person  who  controls  the
               Corporation  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 Corporation by such Holder
               or  underwriter  specifically  for  use in the preparation of the
               Registration  Statement,  final  prospectus,  or  amendment  or
               supplement.

          (d)  Each  Holder  of  Registrable Securities that desires to sell and
               distribute  such Registrable Securities over a period of time, or
               from  time  to  time,  at  then  prevailing  market prices, shall
               execute  and deliver to the Corporation such written undertakings
               as  the  Corporation  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.

          (e)  Each  Holder of  Registrable Securities agrees that, upon receipt
               of  any notice from the Corporation of the happening of any event
               of the kind described in Section 6(b)(4) hereof, such Holder will
               forthwith  discontinue  disposition  of  Registrable  Securities
               pursuant  to the Registration Statement covering such Registrable
               Securities  until  such  Holder's  receipt  of  the copies of the
               supplemented  or  amended  prospectus  contemplated  by  Section
               6(b)(4)  hereof,  and,  if  so  directed by the Corporation, such
               Holder  will  deliver  to  the  Corporation (at the Corporation's
               expense)  all  copies,  other  than permanent file copies then in
               such  Holder's  possession,  of  the  prospectus  covering  such
               Registrable  Securities  current  at  the time of receipt of such
               notice.  In the event the Corporation shall give any such notice,
               the  Corporation  shall  extend  the  period  during  which  the
               Registration  Statement shall be maintained effective pursuant to
               this  Warrant Certificate by the number of days during the period
               from and including the date of the giving of such notice pursuant
               to  Section  6(b)(4)  hereof  to and including the date when each
               seller  of  Registrable  Securities  covered  by the Registration
               Statement  shall  have received the copies of the supplemented or
               amended  prospectus  contemplated  by  Section  6(b)(4)  hereof.


                                      -8-
                                  EXHIBIT "C"
<PAGE>
          (f)  After  all or any portion of the Registrable Securities 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 Corporation registered for sale hereunder, and all
               other  shares  of the Corporation owned of record or beneficially
               by  such  Holder,  sales of the Corporation's stock in the public
               market  within  the  following limitations only: (i) no more than
               15,000  registered  shares shall be sold during any given trading
               day; and (ii) no more than 60,000 registered shares shall be sold
               during  any  given  trading  week.

          (g)  Except  as  otherwise  expressly  provided  herein,  all expenses
               incident  to  the Corporation's performance of or compliance with
               this  Warrant  Certificate,  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 Registrable Securities), 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  Corporation  are  then listed, and fees and disbursements of
               counsel  for the Corporation 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 Corporation elects to
               obtain  such  insurance), the reasonable fees and expenses of any
               special  experts  retained  by the Corporation in connection with
               such registration and fees and expenses of other Persons retained
               by  the  Corporation  (all  such  expenses  being  herein  called
               "Registration  Expenses"),  will  be  borne  by  the Corporation.
               Nothing  contained in this Warrant Certificate shall be deemed to
               require the Corporation to cause the Registrable Securities to be
               rated  by any rating agency or listed on any securities exchange.

SECTION  7.    RIGHTS  OF  ACTION.  All  rights  of  action with respect to the
               ------------------
               Warrants  are  vested  in  the Holder(s) of the Warrants, and any
               such  Holder  may, without the consent of the Holder of any other
               Warrant,  in  such  Holder's own behalf and for such Holder's own
               benefit,  enforce  against the Corporation such Holder's right to
               exercise  the Warrants for the purchase of shares of Common Stock
               in  the  manner  provided  in  this  Warrant  Certificate.


                                      -9-
                                  EXHIBIT "C"
<PAGE>
SECTION 8.     AGREEMENT OF WARRANT HOLDERS.  Every Holder of a Warrant, by such
               ----------------------------
               Holder's  acceptance  thereof,  consents  and  agrees  with  the
               Corporation  and  every  other  Holder  of  a  Warrant  that:

(a)  the  Warrants may not be transferred except with the written consent of the
     Corporation,  and upon presentation to the Corporation, if requested, of an
     opinion  of  counsel  to the transferring Holder (at such Holder's expense)
     that  any such proposed transfer will not be in violation of any applicable
     federal or state securities law or regulation, and on the registry books of
     the  Corporation  by  each  Holder  thereof  in  person or by such Holder's
     attorney  duly  authorized  in writing and only if the Warrant Certificates
     representing  such  Warrants are surrendered at the Corporate Office of the
     Corporation,  duly  endorsed  or  accompanied  by  a  proper  instrument of
     transfer  satisfactory  to the Corporation in its sole discretion, together
     with  payment  of  any  applicable  transfer  taxes;  and

     (b)  the  Corporation  may  deem  and  treat  the  person in whose name the
          Warrant  Certificate is registered as the holder, and as the absolute,
          true  and  lawful  owner,  of the Warrants represented thereby for all
          purposes,  and  the Corporation shall not be affected by any notice or
          knowledge  to  the contrary, except as otherwise expressly provided in
          Section  8(a)  hereof.

SECTION 9. MODIFICATION OF WARRANTS. This Warrant Certificate may be modified,
           ------------------------
          supplemented  or  altered  in  any  respect  only  with the consent in
          writing  of  the  Corporation and Holders of Warrants representing not
          less  than  51%  of  the  Warrants then outstanding; provided, that no
          change  in the number or nature of the securities purchasable upon the
          exercise  of  any  Warrant,  or the acceleration of the Exercise Date,
          shall  be  made  without  the consent in writing of the Holders of the
          Warrant Certificate representing such Warrant, other than such changes
          as  are  specifically  prescribed  by  this  Warrant  Certificate  as
          originally  executed  or  are  made in compliance with applicable law.


                                      -10-
                                  EXHIBIT "C"
<PAGE>
SECTION  10.  NOTICES.  All notices, requests, consents and other communications
              -------
          hereunder  shall  be  in writing and shall be deemed to have been made
          when  delivered  or  mailed  first class registered or certified mail,
          postage prepaid as follows: if to the Holder of a Warrant Certificate,
          at  the address of such holder as shown on Schedule A attached hereto;
                                                     ----------
          if  to  the Corporation, at 770 The City Drive, Suite 3400, Orange, CA
          92868,  Attention:  Mr. Jerry Collazo, or at such other address as may
          have  been  furnished  to  the  Holders  in writing by the Corporation
          (together  with  a  copy,  which  shall not constitute notice, sent to
          Feldhake,  August  &  Roquemore LLP, 19900 MacArthur Blvd., Suite 850,
          Irvine,  CA  92626,  Attn:  Kenneth  S.  August,  Esq.).


                                      -11-
                                  EXHIBIT "C"
<PAGE>
SECTION  11.  GOVERNING LAW.  This Warrant 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 Warrant, 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

SECTION  12.  ENTIRE  AGREEMENT.  This Warrant contains the entire understanding
              -----------------
          between  the  parties  relating  to  the subject matter and merges all
          prior  discussions,  negotiations and agreements, if any between them.
          Neither  of  the  parties  to  this  agreement  shall be bound by an y
          representations,  warranties,  covenants,  or  other  understandings
          relating  to  the  subject matter, other than as expressly provided or
          referred  to  herein.

     IN  WITNESS WHEREOF, the Corporation has caused this Warrant Certificate to
be  duly  executed,  manually  or in facsimile, by two of its officers thereunto
duly  authorized,  as  of  the  date  set  forth  below.


WORLDWIDE  WIRELESS
NETWORKS,  INC.                                ATTEST:


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



Date:   4/20/01
     -------------


                                      -12-
                                  EXHIBIT "C"
<PAGE>
                                   SCHEDULE A

                                LIST OF HOLDERS
                                ---------------


Name of Holder                                      Number of Warrants
--------------                                      ------------------

Pacific Industrial Partners, LLC                         125,000
Address:


Uri Halfon                                                20,875
Address:



Mike Davidov                                              20,875
Address:


Uri Zahavi                                                20,875
Address:

Misuma Investment, LLC                                    52,375
Address:


Gil Priel                                                 10,000
Address:



                                      -13
                                  EXHIBIT "C"
<PAGE>