EXHIBIT 10.16
                                  -------------

                        WORLDWIDE WIRELESS NETWORKS, INC.

                            SHARE PURCHASE AGREEMENT


THIS  SHARE PURCHASE AGREEMENT (the "Agreement"), is entered into as of the 30th
day  of  March  2001,  by  and  between  WORLDWIDE  WIRELESS  NETWORKS,  INC., a
corporation  duly  organized and validly existing under the laws of the state of
Nevada (the "Company") and UNIVERSAL BUSINESS INSURANCE, a corporation organized
and  existing  under  the  state of Utah with its principal place of business at
6360 S. 3000 East, Suite 205, Salt Lake City, Utah  84121 (the "Investor" or the
"Holder").

     WHEREAS,  the  Company  has authorized fifty million (50,000,000) shares of
capital  common  stock  (the "Common Stock") with a par value of One Cent ($.01)
per  share;

     WHEREAS,  subject to the terms and conditions contained herein the Investor
desires  to  purchase, and the Company desires to sell, five hundred fifty-three
thousand five hundred eighty two (553,582) shares of Common Stock (the "Shares")
of  the  Company;

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

1.   SHARE  PURCHASE  BY  THE INVESTOR.  Upon execution of this Agreement, the
     ---------------------------------
     Investor  irrevocably agrees to purchase, and the Company agrees to sell to
     the  Investor,  five  hundred  fifty-three thousand five hundred eighty two
     (553,582)  Shares,  subject  to and in accordance with this Agreement. Such
     Shares,  once delivered to the Investor against the payment therefor as set
     forth  herein,  shall be validly issued, fully paid and non-assessable, and
     shall  be  recorded  on  the  books and records of the Company as issued to
     UNIVERSAL  BUSINESS  INSURANCE.

2.   CONSIDERATION  FOR  AND  ISSUANCE  OF  THE  SHARES.  In full and complete
     --------------------------------------------------
     consideration for the Shares (the "Purchase Price"), the Investor agrees to
     fully  pay  on  behalf  of  the  Company  any  and  all  costs and expenses
     associated  with  obtaining  Directors' and Officers' insurance meeting the
     coverage  and  other  attributes  set  forth on Schedule A attached hereto,
                                                     ----------
     including,  without limitation, payment of all premiums and finance charges
     incurred, for the coverage period beginning March 13, 2001 and ending March
     13,  2002,  up  to  an  aggregate amount of Sixty Six Thousand Four Hundred
     Twenty  Nine  Dollars  and Eighty-Three Cents ($66,429.83). Upon receipt of
     this  executed  Share  Purchase  Agreement,  the registration of the Shares
     pursuant  to  Section 4 of this Agreement, and evidence satisfactory to the
     Company  that the insurance coverage meeting the minimum specifications set
     forth  on  Schedule  A  has  been  obtained  on  behalf of the Company (and
                -----------
     as  to  all  persons named on such Schedule A), the Company shall cause the
                                        ----------
     Investor  to  be  issued a stock certificate in the manner set forth above,
     evidencing  the  Investor's  ownership  of  the  Shares.


                                      -1-
<PAGE>
3.   ISSUANCE   OF  ADDITIONAL  SHARES.   As  further   consideration   for  the
     ---------------------------------
     Investor's  payment  of  the Purchase Price, the Company agrees that in the
     event the highest bid price recorded for the Company's common stock on July
     30,  2001  is  less  than  Ten  Cents  ($0.10),  the Company shall issue an
     additional fifty five thousand three hundred fifty eight (55,358) Shares to
     the  Investor  (the  "Additional Shares"). If the Company issues Additional
     Shares  pursuant  to  this  Section  3,  the  terms  and conditions of this
     Agreement  shall govern the transaction. In the event that such highest bid
     price  exceeds  Ten  Cents ($0.10) on July 30, 2001, then the Company shall
     have  no  obligation  to  issue  any  Additional  Shares.

4.   REGISTRATION  RIGHTS.
     --------------------

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

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

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

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


                                      -2-
<PAGE>
     (e)  the  Company  shall promptly and fully respond to any inquiry by or on
          behalf of each Holder of Shares at any time when a prospectus relating
          thereto  is  required  to  be  delivered under the Act, concerning the
          happening of any event as a result of which the prospectus included in
          the  Registration Statement contains an untrue statement of a material
          fact or omits to state any material fact required to be stated therein
          or  necessary to make the statements therein not misleading (including
          a  business  combination  or  contemplated  business  combination as a
          result  of  which  the  information  contained  in  such prospectus is
          required  to be amended), and the Company will prepare a supplement or
          amendment  to  such prospectus so that, as thereafter delivered to the
          purchasers  of such Shares, such prospectus will not contain an untrue
          statement  of  a  material  fact  or  omit  to state any material fact
          required  to  be  stated  therein  or necessary to make the statements
          therein  not  misleading.

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

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

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

     (i)  Each Holder of Shares agrees that, upon receipt of any notice from the
          Company of the happening of any event of the kind described in Section
          4(f)  hereof,  such  Holder  will forthwith discontinue disposition of
          Shares  pursuant  to  the  Registration Statement covering such Shares
          until  such  Holder's  receipt  of  the  copies of the supplemented or
          amended  prospectus  contemplated  by  Section 4(f) hereof, and, if so
          directed  by  the Company, such Holder will deliver to the Company (at
          the  Company's  expense)  all copies, other than permanent file copies
          then  in  such  Holder's  possession,  of the prospectus covering such


                                      -3-
<PAGE>
          Shares current at the time of receipt of such notice. In the event the
          Company  shall  give  any  such  notice,  the Company shall extend the
          period  during  which  the  Registration Statement shall be maintained
          effective  pursuant to this Agreement by the number of days during the
          period  from  and  including  the  date  of  the giving of such notice
          pursuant  to  Section  4(f) hereof to and including the date when each
          seller  of  Shares  covered  by  the Registration Statement shall have
          received  the  copies  of  the  supplemented  or  amended  prospectus
          contemplated  by  Section  (4)(f)  hereof.

     (j)  After  all  or any portion of the Shares have been registered pursuant
          to  the  Registration  Statement  that  is  declared  effective by the
          Commission,  each selling Holder agrees that it shall effect, or cause
          to be effected, in respect of all Shares of the Company registered for
          sale hereunder, and all other shares of the Company owned of record or
          beneficially  by  such  Holder,  sales  of  the Company's stock in the
          public  market within the following limitations only: (i) no more than
          10,000  registered  Shares shall be sold during any given trading day;
          and  (ii)  no  more than 50,000 registered Shares shall be sold during
          any  given  trading  week.

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

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

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


                                      -4-
<PAGE>
     (b)  the  individuals  signing  this Agreement on behalf of the Company are
          the  duly  elected executive officers of the Company so indicated, and
          have full power and authority to enter into and execute this Agreement
          for  and  on  behalf  of  the  Company;

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

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

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

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

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

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

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

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


                                      -5-
<PAGE>
     If  to  the  Company:               Worldwide  Wireless  Networks,  Inc.
                                         770 The City Drive South, Suite 3700
                                         Orange,  California  92868
                                         Attn:   Mr.  Jerry  Callazo
                                                 President

     With  a  copy  (which  shall
     not  constitute  notice)  to:       Feldhake,  August  &  Roquemore  LLP
                                         19900  MacArthur  Blvd.,  Suite  850
                                         Irvine,  California  92626
                                         Attn:   Kenneth S. August, Esq.
                                                 Partner

     If  to  the  Investor:              Universal  Business  Insurance
                                         6360  S.  3000  East,  Suite  305
                                         Salt  Lake  City,  Utah  94121
                                         Attn:   Brett  Mayer


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

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

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

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

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


                                      -6-
<PAGE>
     (g)  FURTHER  DOCUMENTS  AND  ACTS. Each party agrees to execute such other
          -----------------------------
          and  further  documents  and to perform such other and further acts as
          may  be  reasonably necessary to carry out the purposes and provisions
          of  this  Agreement.

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

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

                         [SIGNATURES ON FOLLOWING PAGE]


                                      -7-
<PAGE>
     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  date  and  year  first  above  written.


THE  COMPANY:

WORLDWIDE  WIRELESS
  NETWORKS,  INC.:                         ATTEST:


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


THE  INVESTOR:

UNIVERSAL  BUSINESS
INSURANCE                                  ATTEST:


By:             /s/                        By:       /s/
    ----------------------------               -----------------------------
    Brett Mayer                                Charles D. Miller
    ----------------------------               -----------------------------
    President                                  Secretary


                                      -8-
<PAGE>
                                   SCHEDULE A


                         DIRECTORS & OFFICERS LIABILITY
                                  RENEWAL QUOTE


Carrier:               National  Union  (Admitted)

Rating:                A++

Quote Valid Until:     3-30-01

Coverage:              $1,000,000  Aggregate
                       $1,000,000  Each  Claim

Retention:             $0          Directors  &  Officers
                       $350,000    Corporate  Securities
                       $175,000    Corporate  EPL
                       $175,000    Corporate  Other

Endorsements:          CA  Amendatory
                       California/Texas
                       Panel  Counsel
                       Outside  Entity
                       Add  Employee to definition of Insured for EPL Included
                       Prior  Acts  at  Date  of  Reverse  Merger Defense Cost
                       Included  in  Policy  Limits

Exclusions:            Nuclear,  captive ins. co, commissions, professional,
                       prior  acts  (backdated  4/1/99).  Specific
                       claim/event-Pacific  Industrial  etal  v  WWN  case
                       00CC08241,  specific  Claim/event-notice  of  possible
                       cross claim against WWN by Mr. John Clayton letter 3/22
                       by  Daniel  Jackson.


                                      -9-
<PAGE>
Subject  to:     AIG  D&O  Gold  Main  form  app
                 Details  too  Major Shareholders (Lemons & Young) relationships
                 with  the  company
                 Bio  Of  New  CFO
                 Underwriters  review  of  next  10Q and 10K and copy of current
                 interim  financials  with  a  treasurer  warranty  letter
                 Conformation  the  company does not plan no restating any other
                 SEC  disclosures
                 Written verification that the company is in compliance with Reg
                 FD
                 Written  verification the company is on compliance with SAB 101
                 with  no  material  adverse  effects  to  their  financials
                 Ownership  Structure  -  breakdown  of  major  shareholders
                 reflecting  changes  brought  about  through  financing  and
                 confirmation  they  will  board  representation
                 Copy  of  companies  insider  trading  policies
                 Written  Confirmation  that  the  company  is  receiving enough
                 financing  to  sustain  operations  through  the end of 3rd qtr
                 2001.
                 Also  provide a breakdown of all current financing options that
                 are  available  to  the  corporation

PREMIUM:         $64,000


                                      -10-
<PAGE>