ESCROW AGREEMENT

          THIS  ESCROW AGREEMENT (this "Agreement") is made as of June 30, 2000,
by and among Worldwide Wireless Networks, Inc., a corporation incorporated under
the  laws of the State of Nevada (the "Company"), the investors signatory hereto
(each  an  "Investor" and together the "Investors"), and Epstein Becker & Green,
P.C., (the "Escrow Agent").  Capitalized terms used but not defined herein shall
have  the meanings set forth in the Convertible Debentures and Warrants Purchase
Agreement  referred  to  in  the  first  recital.

                              W I T N E S S E T H:

          WHEREAS, the Investors will be purchasing from the Company convertible
debentures  with  an  aggregate  principal  amount  of  up  to  $1,000,000  (the
"Convertible  Debenture")  at  the  purchase  price set forth in the Convertible
Debentures  and Warrants Purchase Agreement (the "Purchase Agreement") dated the
date  hereof  between the Investors and the Company, which will be issued as per
the  terms  contained  herein  and  in  the  Purchase  Agreement;  and

          WHEREAS,  it  is  intended  that  the  purchase  of  the securities be
consummated  in  accordance  with  the  requirements  set forth by Sections 4(2)
and/or  4(6)  and/or  Regulation  D  and  Regulation  S  promulgated  under  the
Securities  Act  of  1933,  as  amended;  and

          WHEREAS,  the Company and the Investors have requested that the Escrow
Agent  hold  the Purchase Price with respect to each Closing in escrow until the
Escrow  Agent  has received the Convertible Debentures and certain other closing
documents  specified  herein;

          NOW,  THEREFORE, in consideration of the covenants and mutual promises
contained  herein  and  other  good  and valuable consideration, the receipt and
legal  sufficiency  of which are hereby acknowledged and intending to be legally
bound  hereby,  the  parties  agree  as  follows:


                                    ARTICLE 1

                               TERMS OF THE ESCROW

          1.1.     The  parties hereby agree to establish an escrow account with
the  Escrow Agent whereby the Escrow Agent shall hold the funds and Common Stock
Certificates  for the purchase of the $1,000,000 principal amount of Convertible
Debentures  and  Warrants  at  the  Closing  as  contemplated  by  the  Purchase
Agreement.

          1.2.     a)     At  each  Closing,  upon the Escrow Agent's receipt of
the  Purchase  Price  and  Common  Stock  Certificates  for the Closing into its
attorney trustee account from the Investors, together with executed counterparts
of this Agreement, the Purchase Agreement and the Registration Rights Agreement,
it shall telephonically advise the Company, or the Company's designated attorney
or agent, of the amount of funds it has received into its account and the Common
Stock  Certificates  it  has  received.


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              (b)   Wire transfers to the Escrow Agent shall be made as follows:

                         Epstein  Becker  &  Green,  P.C.
                         Master  Escrow  Account
                         Chase  Manhattan  Bank
                         1411  Broadway  -  Fifth  Floor
                         New  York,  New  York  10018
                         ABA  No.  021000021
                         Account  No.  035-1-346036
                         Attention:  L.  Borneo

     1.3.     At  the  Closing,  the Company, upon receipt of said notice, shall
deliver  to the Escrow Agent the Convertible Debenture and Warrants to be issued
to  each  Investor  together  with:

          (i)     the  original  executed  Registration  Rights Agreement in the
                  form of Exhibit  B  to  the  Purchase  Agreement;
                          ----------
          (ii)    Instructions to Transfer Agent in the form of Exhibit E to the
                                                                ---------
                  Purchase Agreement;
          (iii)   the original executed opinions of Feldake, August & Roquemore,
                  in the form of Exhibit D to the Purchase Agreement; and
                                 ---------
          (iv)    an  original  counterpart  of  this  Escrow  Agreement.
          (v)     a  certificate  representing  five  thousand (5,000) shares of
                  Common  Stock issued to Triton West Group, Inc.  (the  "Triton
                  Certificate");.

          In  the  event  that the foregoing items are not in the Escrow Agent's
possession  within  three  (3)  Trading  Days  of the Escrow Agent notifying the
Company  that  the  Escrow  Agent  has  custody of the Purchase Price, then each
Investor  shall  have  the  right  to  demand  the  return  of  said  sum.

          1.4.     At  the  Closing,  once Escrow Agent confirms the validity of
the  issuance of the Convertible Debentures and Warrants by means of its receipt
of  a  Release  Notice  in the form attached hereto as Exhibit X executed by the
Company  and each Investor, it shall enter the exercise price, the issuance date
and  the  termination date of the Warrants on the face of such warrants and wire
that  amount  of  funds  necessary  to  purchase  the Convertible Debentures and
Warrants  per  the  written  instructions of the Company net of legal and escrow
administrative  costs  of  seven  thousand  dollars ($7,000) to Epstein Becker &
Green,  P.C.  ("EB&G"),  250 Park Avenue, New York, NY 10177, and a finder's fee
of  five  percent  (5%)  of the Purchase Price as directed by Triton West Group,
Inc.

          Once  the funds (as set forth above) and the Common Stock Certificates
have  been  sent  per  the  Company's  instructions, the Escrow Agent shall then
arrange  to  have  the  Convertible  Debentures,  the Warrants, the Registration
Rights  Agreement  and the opinion of counsel delivered as per instructions from
the  Investors and to deliver the Instructions to Transfer Agent to the Transfer
Agent  and  the  Triton  Certificate  delivered  to  Triton  West  Group,  Inc.


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          1.5.     At  the  second  Closing,  the  Company, upon receipt of said
notice  of  receipt  of  funds,  shall deliver to the Escrow Agent the remaining
Convertible  Debentures  and  Warrants  to  be  issued  to  the  Investors.

          In  the  event  that the foregoing items are not in the Escrow Agent's
possession  within  three  (3)  Trading  Days  of the Escrow Agent notifying the
Company  that  the  Escrow Agent has custody of the Purchase Price applicable to
such  Convertible  Debentures  and  Warrants,  then each Investor shall have the
right  to  demand  the  return  of  said  sum.

          Once  Escrow  Agent  confirms  the  validity  of  the  issuance of the
Convertible  Debentures and Warrants by means of its receipt of a Release Notice
in  the  form  attached  hereto  as  Exhibit  X executed by the Company and each
Investor,  it shall enter the exercise price, issuance date and termination date
of  the  Warrants  on  the  face of such warrants and then immediately wire that
amount  of  funds  necessary to purchase the Convertible Debentures and Warrants
per  the  written  instructions  of  the  Company.

          Once  the  funds (as set forth above) have been sent per the Company's
instructions,  the  Escrow  Agent  shall  then  arrange  to have the Convertible
Debentures  and  Warrants  delivered  as  per  instructions  from the Investors.


                                    ARTICLE 2

                                  MISCELLANEOUS

          2.1.     No  waiver  or any breach of any covenant or provision herein
contained  shall  be  deemed  a  waiver  of  any  preceding or succeeding breach
thereof,  or  of any other covenant or provision herein contained.  No extension
of  time  for performance of any obligation or act shall be deemed any extension
of  the  time  for  performance  of  any  other  obligation  or  act.

          2.2.     All  notices  or  other  communications required or permitted
hereunder  shall  be  in writing, and shall be sent as set forth in the Purchase
Agreement.

          2.3.     This  Escrow  Agreement shall be binding upon and shall inure
to  the benefit of the permitted successors and permitted assigns of the parties
hereto.

          2.4.     This  Escrow  Agreement  is  the  final  expression  of,  and
contains  the  entire agreement between, the parties with respect to the subject
matter  hereof  and  supersedes  all  prior understandings with respect thereto.
This  Escrow Agreement may not be modified, changed, supplemented or terminated,
nor may any obligations hereunder be waived, except by written instrument signed
by  the  parties  to be charged or by its agent duly authorized in writing or as
otherwise  expressly  permitted  herein.


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          2.5.     Whenever  required  by  the context of this Escrow Agreement,
the  singular shall include the plural and masculine shall include the feminine.
This  Escrow  Agreement shall not be construed as if it had been prepared by one
of  the  parties,  but  rather as if both parties had prepared the same.  Unless
otherwise  indicated,  all  references to Articles are to this Escrow Agreement.

          2.6.     The parties hereto expressly agree that this Escrow Agreement
shall be governed by, interpreted under and construed and enforced in accordance
with  the laws of the State of New York.  Any action to enforce, arising out of,
or relating in any way to, any provisions of this Escrow Agreement shall only be
brought  in  a  state  or  Federal  court  sitting  in  New  York  City.

          2.7.     The  Escrow Agent's duties hereunder may be altered, amended,
modified  or  revoked only by a writing signed by the Company, each Investor and
the  Escrow  Agent.

          2.8.     The  Escrow Agent shall be obligated only for the performance
of  such  duties  as are specifically set forth herein and may rely and shall be
protected  in  relying  or  refraining  from acting on any instrument reasonably
believed  by the Escrow Agent to be genuine and to have been signed or presented
by the proper party or parties.  The Escrow Agent shall not be personally liable
for  any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent
while  acting  in  good  faith,  and any act done or omitted by the Escrow Agent
pursuant  to  the  advice  of  the  Escrow  Agent's  attorneys-at-law  shall  be
conclusive  evidence  of  such  good  faith.

          2.9.     The  Escrow Agent is hereby expressly authorized to disregard
any  and  all warnings given by any of the parties hereto or by any other person
or  corporation, excepting only orders or process of courts of law and is hereby
expressly authorized to comply with and obey orders, judgments or decrees of any
court.  In case the Escrow Agent obeys or complies with any such order, judgment
or  decree, the Escrow Agent shall not be liable to any of the parties hereto or
to  any  other  person,  firm  or  corporation  by  reason  of such decree being
subsequently  reversed,  modified, annulled, set aside, vacated or found to have
been  entered  without  jurisdiction.

          2.10.     The  Escrow  Agent  shall  not  be  liable in any respect on
account  of  the  identity,  authorization or rights of the parties executing or
delivering  or  purporting  to  execute or deliver the Purchase Agreement or any
documents  or  papers  deposited  or  called  for  thereunder.

          2.11.     The  Escrow  Agent  shall  be  entitled to employ such legal
counsel  and  other  experts  as the Escrow Agent may deem necessary properly to
advise  the Escrow Agent in connection with the Escrow Agent's duties hereunder,
may  rely  upon  the advice of such counsel, and may pay such counsel reasonable
compensation  therefor.  The  Escrow  Agent  has  acted as legal counsel for the
Investors, and may continue to act as legal counsel for the Investors, from time
to  time, notwithstanding its duties as the Escrow Agent hereunder.  The Company
consents to the Escrow Agent in such capacity as legal counsel for the Investors
and  waives any claim that such representation represents a conflict of interest
on the part of the Escrow Agent.  The Company understands that the Investors and
the  Escrow  Agent are relying explicitly on the foregoing provision in entering
into  this  Escrow  Agreement.


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          2.12.     The  Escrow  Agent's  responsibilities  as  escrow  agent
hereunder  shall terminate if the Escrow Agent shall resign by written notice to
the  Company  and  the  Investors.  In  the  event  of any such resignation, the
Investors  and  the  Company  shall  appoint  a  successor  Escrow  Agent.

          2.13.     If  the  Escrow  Agent  reasonably requires other or further
instruments  in  connection with this Escrow Agreement or obligations in respect
hereto,  the necessary parties hereto shall join in furnishing such instruments.

          2.14.     It  is  understood  and agreed that should any dispute arise
with  respect  to  the  delivery  and/or ownership or right of possession of the
documents  or  the  escrow  funds held by the Escrow Agent hereunder, the Escrow
Agent  is  authorized  and directed in the Escrow Agent's sole discretion (1) to
retain  in  the Escrow Agent's possession without liability to anyone all or any
part  of  said documents or the escrow funds until such disputes shall have been
settled  either  by mutual written agreement of the parties concerned by a final
order,  decree  or  judgment or a court of competent jurisdiction after the time
for  appeal  has  expired and no appeal has been perfected, but the Escrow Agent
shall be under no duty whatsoever to institute or defend any such proceedings or
(2) to deliver the escrow funds and any other property and documents held by the
Escrow  Agent  hereunder  to  a  state or Federal court having competent subject
matter  jurisdiction  and located in the City of New York in accordance with the
applicable  procedure  therefor.

          2.15.     The Company and each Investor agree jointly and severally to
indemnify and hold harmless the Escrow Agent and its partners, employees, agents
and  representatives  from any and all claims, liabilities, costs or expenses in
any  way  arising  from  or  relating to the duties or performance of the Escrow
Agent  hereunder  or  the  transactions  contemplated  hereby or by the Purchase
Agreement  other  than  any such claim, liability, cost or expense to the extent
the  same  shall have been determined by final, unappealable judgment of a court
of  competent jurisdiction to have resulted from the gross negligence or willful
misconduct  of  the  Escrow  Agent.


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          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of this  __  day  of  June,  2000.

                                           WORLDWIDE  WIRELESS  NETWORKS,  INC.

                                           By:__________________________________
                                                Jack Tortorice, Chairman & CEO

                                           INVESTORS:

                                           AMRO  International,  S.A.

                                           By:__________________________________
                                                H.U.  Bachofen,  Director

                                           TRINITY  CAPITAL  ADVISORS,  INC.

                                           By:__________________________________
                                                Gene Jung, Managing Director

                                           ESCROW  AGENT:

                                           EPSTEIN  BECKER  &  GREEN,  P.C.

                                           By:__________________________________
                                                Robert F. Charron,
                                                Authorized  Signatory


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                                                                    EXHIBIT X TO
                                                                ESCROW AGREEMENT

                                 RELEASE NOTICE

          The  UNDERSIGNED,  pursuant  to the Escrow Agreement, dated as of June
30,  2000  among  Worldwide  Wireless  Networks,  Inc.,  the Investors signatory
thereto  and  Epstein  Becker  &  Green,  P.C.,  as  Escrow  Agent  (the "Escrow
Agreement"; capitalized terms used herein and not defined shall have the meaning
ascribed  to such terms in the Escrow Agreement), hereby notify the Escrow Agent
that  each  of  the  conditions  precedent  to  the  purchase  and  sale  of the
Convertible  Debenture set forth in the Convertible Debenture Purchase Agreement
have  been  satisfied.  The  Company and the undersigned Investor hereby confirm
that  all  of  their  respective representations and warranties contained in the
Purchase  Agreement  remain  true  and  correct and authorize the release by the
Escrow  Agent  of  the  funds  and  documents  to  be released at the Closing as
described  in  the Escrow Agreement.  This Release Notice shall not be effective
until  executed  by  the  Company  and  the  Investor.

          This Release Notice may be signed in one or more counterparts, each of
which  shall  be  deemed  an  original.

          IN WITNESS WHEREOF, the undersigned have caused this Release Notice to
be  duly  executed  and  delivered  as  of  this  __  day  of  June,  2000.

                                           WORLDWIDE  WIRELESS  NETWORKS,  INC.

                                           By:__________________________________
                                                Jack Tortorice, Chairman & CEO

                                           INVESTORS:

                                           AMRO  International,  S.A.

                                           By:__________________________________
                                                H.U.  Bachofen,  Director

                                           TRINITY  CAPITAL  ADVISORS,  INC.

                                           By:__________________________________
                                                Gene Jung, Managing Director


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