INSTRUCTIONS TO TRANSFER AGENT
                        WORLDWIDE WIRELESS NETWORKS, INC.



June  30,  2000


Standard  Registrar  &  Transfer  Co.  Inc.
125  28  South  1840  East
Draper  Utah  84020
Attn:  Ronald  Harrington


Dear  Mr.  Harrington:

          Reference  is made to the Convertible Debentures and Warrants Purchase
Agreement  and all Exhibits thereto (the "Agreement") dated as of June 30, 2000,
between the investors signatory thereto (the "Investors") and Worldwide Wireless
Networks,  Inc.  (the "Company").  Pursuant to the Agreement, and subject to the
terms  and  conditions set forth in the Agreement, the Company has issued to the
Investors  $1,000,000  principal  amount  of Convertible Debentures and Warrants
(the  "Debentures  and  Warrants").  As  a condition to the effectiveness of the
Agreement, the Company has agreed to issue to you, as the transfer agent for the
Common  Stock  (the "Transfer Agent"), these instructions relating to the Common
Stock  to  be  issued to the Investors (or a permitted assignee) pursuant to the
Agreement  upon  conversion  of the Debentures or upon exercise of the Warrants.
All  capitalized  terms  used  herein  and  not otherwise defined shall have the
meaning  set  forth  in  the  Agreement.

          1.   ISSUANCE  OF  COMMON  STOCK  WITHOUT  THE  LEGEND

               Pursuant  to the Agreement and the Registration Rights Agreement,
the  Company  is  required  to  prepare  and file with the SEC, and maintain the
effectiveness  of,  a  registration  statement  or  registration  statements
registering  the  resale  of the Common Stock acquired at each Closing and to be
acquired  by the Investors upon conversion of, or as payment of interest on, the
Debentures  and  upon  exercise  of  the  Warrants,  all  as  provided  in  the
Registration  Rights  Agreement.  The  Company will advise the Transfer Agent in
writing  of  the  effectiveness of any such registration statement promptly upon
its  being  declared  effective,  and shall deliver an opinion of its counsel to
that  effect.  The  Transfer  Agent shall be entitled to rely on such advice and
such opinion and shall assume that such registration statement remains in effect
unless the Transfer Agent is otherwise advised in writing by the Company or such
counsel,  and  the Transfer Agent shall not be required to independently confirm
the  continued  effectiveness  of  such  registration  statement.  In  the
circumstances  set  forth  in the following three paragraphs, the Transfer Agent
shall deliver to the appropriate Investor certificates representing Common Stock
not  bearing  the  Legend  without  requiring  further  advice or instruction or
additional  documentation from the Company or its counsel or the Investor or its
counsel  or  any  other  party  (other  than  as  described in such paragraphs).


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               (a)     At  any time after the effective date of the registration
statement  (provided  that  the  Company  has not informed the Transfer Agent in
writing that such registration statement is not effective) upon any surrender of
one  or  more certificates evidencing Common Stock which bear the Legend, to the
extent  accompanied by a notice requesting the issuance of new certificates free
of  the  Legend  to  replace  those  surrendered,  in  such  names  and  in such
denominations  as the Investor may request, provided that in connection with any
such event, the Investor (or its permitted assignee) shall confirm in writing to
the  Transfer  Agent  that  (i)  the  Investor  has  sold,  pledged or otherwise
transferred or agreed to sell, pledge or otherwise transfer such Common Stock in
a  bona  fide  transaction  to  a  third  party  that is not an affiliate of the
Company;  and (ii) the Investor confirms to the transfer agent that the Investor
has  complied  with  the  prospectus  delivery  requirement.

               (b)     In the event a registration statement is not filed by the
Company,  or  for  any  reason  the registration statement which is filed by the
Company  is  not  declared  effective by the SEC, the Investor, or its permitted
assignee, or its broker confirms to the Transfer Agent that (i) the Investor has
beneficially  owned  the  shares of Common Stock for at least one (1) year, (ii)
counting  the  shares  surrendered  as  being  sold upon the date the unlegended
Certificates  would be delivered to the Investor (or the Trading Day immediately
following  if  such  date is not a Trading Day), the Investor will not have sold
more than the greater of (a) one percent (1%) of the total number of outstanding
shares  of  Common  Stock or (b) the average weekly trading volume of the Common
Stock  for  the  preceding  four  weeks during the three months ending upon such
delivery  date  (or  the Trading Day immediately following if such date is not a
Trading  Day),  and  (iii) the Investor has complied with the manner of sale and
notice  requirements  of  Rule  144  under  the  Securities  Act;  or

               (c)     The  Investor (or its permitted assignee) shall represent
that  it  is  permitted  to  dispose  of  such  shares  of  Common Stock without
limitation  as  to  amount  or  manner of sale pursuant to Rule 144(k) under the
Securities  Act.

          In  the  case of subparagraphs (b) or (c), the Transfer Agent shall be
entitled  to require an opinion of counsel to the Company or from counsel to the
Investor  (which  opinion  shall  be  from  an  attorney  or law firm reasonably
acceptable  to  the  Transfer  Agent  and  be  in  form and substance reasonably
acceptable  to  the Transfer Agent).  Any advice, notice, or instructions to the
Transfer  Agent  required  or permitted to be given hereunder may be transmitted
via  facsimile  to  the  Transfer  Agent's  facsimile  number  of  ____________.

          2.   FEES  OF  TRANSFER  AGENT;  INDEMNIFICATION

               The  Company  agrees  to  pay  the  Transfer  Agent  for all fees
incurred  in connection with these Irrevocable Instructions.  The Company agrees
to  indemnify the Transfer Agent and its officers, employees and agents, against
any  losses,  claims,  damages  or liabilities, joint or several, to which it or
they  become  subject  based  upon  the performance by the Transfer Agent of its
duties  in  accordance  with  these  instructions, other than as a result of the
Transfer  Agent's  gross  negligence  or  willful  misconduct.


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          3.   MECHANICS  OF  DELIVERY  OF  CERTIFICATES  REPRESENTING
               COMMON  STOCK

               In  connection with any exchange of the Convertible Debentures or
exercise  of  Warrants  pursuant to which the Lender acquires Common Stock under
the Agreement, the Transfer Agent is hereby instructed to deliver to the Lender,
certificates  representing  Common  Stock  (with  or  without  the  Legend,  as
appropriate)  within  two (2) Trading Days of receipt by the Transfer Agent of a
copy of the Notice of Conversion (in the case of the Debentures and Warrants) or
Notice  of Exercise (in the case of the Warrant) from the Lender, and to deliver
such  certificates  to  the Lender, in the case of original issuance, and in the
case  of  subsequent  transfer,  if  the  Transfer Agent is able to deliver such
Common  Stock  to  the  Lender's  account  pursuant  to  the  DWAC system of the
Depository  Trust  Company,  the  Transfer Agent shall make delivery pursuant to
such  system  and  provide  the Lender with confirmation thereof in lieu of such
Common  Stock  certificates.

          4.   THIRD  PARTY  BENEFICIARY

               The Company and the Transfer Agent acknowledge and agree that the
Investors  are each an express third party beneficiary of these instructions and
shall  be  entitled  to  rely  upon,  and  enforce,  the  provisions  thereof.

                                            WORLDWIDE  WIRELESS  NETWORKS,  INC.


                                            By:_________________________________
                                               Jack Tortorice, Chairman & CEO


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