Exhibit 4.4


July 29, 2004

[NAME]
[ADDRESS]


      Re:   Convertible Debenture issued on March 11, 2004 by Wireless Frontier
            Internet, Inc. (the "Company") to [_____________] (the "Holder") in
            the original principal amount of $[_________] (the "Debenture")

Dear [HOLDER]:

      Reference is made to the Debenture. The purpose of this letter is to amend
certain provisions of the Debenture and warrants to purchase shares of Common
Stock of the Company, par value $.001, issued to the undersigned on March 11,
2004 (the "Warrants") pursuant to the terms hereunder. Defined terms not
otherwise defined herein shall have the meanings set forth in the Debenture. The
Debenture is one of a series of debentures issued to investors (the "Investors")
on March 11, 2004, in the original principal amount of $[_________].

      In consideration of the premises and the mutual agreements herein
contained, you and the Company hereby agree as follows:

      (i) The undersigned hereby agrees to forbear from the exercise of any and
      all of its remedies under the Debenture until August 13, 2004.
      Notwithstanding the foregoing, pursuant to Section 9 of the Debenture, the
      outstanding balance of the Debenture shall continue to accrue a 3% monthly
      late payment penalty from April 11, 2004 until the date the Debenture is
      paid in full.

      (ii) The undersigned hereby agrees that its Debenture is hereby amended as
      follows: in the event the Debenture is not paid in full on or prior to
      August 11, 2004, the Conversion Price of the Debenture shall be reduced to
      $.05 (after giving effect to all stock splits effected as of the date
      hereof).

      (iii) The undersigned hereby agrees that the Warrants are hereby amended
      as follows:

            (a)   The Exercise  Price is hereby  reduced to $.05 (after giving
      effect to all stock splits effected as of the date hereof).

            (b)   In the event all  amounts  due under the  Debenture  are not
      paid in full on or before August 13, 2004,  the Exercise  Price shall be
      reduced by $.01 per month effective thereupon.

<PAGE>

      (iv) The undersigned hereby agrees that the payment of all amounts due
      under its Debenture and the debentures held by the other Investors shall
      be shared in proportion to the amount owed to each Investor pursuant to
      their debenture. To the extent that any Investor receives a debenture
      payment in excess of the payment amount due to such Investor pursuant to
      such Investor's debenture, the other Investors shall immediately be
      notified and such excess amounts shall be paid to such parties on a
      pro-rata basis. If an Event of Default occurs under any Debenture and any
      Investor collects proceeds pursuant to its rights hereunder and under the
      debentures, the other Investors shall be immediately notified and such
      proceeds shall be shared with the other Investors on a pro-rata basis. To
      the extent that any Investor receives a payment that is in excess of its
      pro-rata portion of the payment received by all Investors, such excess
      payment shall be deemed to be held in trust by such Investor on behalf of
      the other Investors.

      (v) The Company has paid a nonaccountable expense allowance in an amount
      equal to $15,000 to Casimir Capital LP, for its expenses in connection
      herewith.

      Except as expressly amended herein, all terms and conditions of the
Debenture and Warrants shall remain in full force and effect.

      Please do not hesitate to contact us with any questions.


                                    Very truly yours,

                                    WIRELESS FRONTIER INTERNET, INC.

                                    By:
                                       ----------------------------------
                                    Name:  Kelly E. Simmons
                                    Title: Chief Financial Officer


Accepted and agreed to this ___
day of July, 2004:



_____________________________
Name:
Title: [if applicable]



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