CONVERTIBLE DEBENTURE AND WARRANTS PURCHASE AGREEMENT

                                     BETWEEN

                        WORLDWIDE WIRELESS NETWORKS, INC.

                                       AND

                         THE INVESTORS SIGNATORY HERETO

     CONVERTIBLE  DEBENTURE AND WARRANTS PURCHASE AGREEMENT dated as of June 30,
2000  (the  "Agreement"),  between  the  Investors  signatory  hereto  (each  an
"Investor" and together the "Investors"), and Worldwide Wireless Networks, Inc.,
a  corporation organized and existing under the laws of the State of Nevada (the
"Company").

     WHEREAS,  the  parties  desire  that,  upon  the  terms  and subject to the
conditions  contained herein, the Company shall issue and sell to the Investors,
and  the  Investors  shall  purchase  in  the aggregate (i) $1,000,000 principal
amount  of  Convertible  Debentures  and  (ii)  Warrants  (as  defined below) to
purchase  shares  of  the  Common  Stock  (as  defined  below);  and

     WHEREAS,  the parties have already executed documents for the investment of
$500,000  pursuant  to which the Company has received said funds in exchange for
common  stock  received  by  Investor  (dated  May  25,  2000)  and  desire,  in
consideration  for  the  execution of the Agreement of this date, to rescind and
cancel  said  agreement  dated May 25, 2000 and each of its terms and conditions
thereto;  and

     WHEREAS,  such  investments will be made in reliance upon the provisions of
Section 4(2) ("Section 4(2)") and/or 4(6) of the United States Securities Act of
1933, as amended (the "Securities Act") and/or Regulation D ("Regulation D") and
the  other  rules and regulations promulgated thereunder, and/or upon such other
exemption  from  the  registration  requirements of the Securities Act as may be
available with respect to any or all of the investments in securities to be made
hereunder.

     NOW,  THEREFORE,  the  parties  hereto  agree  as  follows:

                                    ARTICLE I

                               CERTAIN DEFINITIONS

Section  1.1.      "Capital  Shares"  shall mean the Common Stock and any shares
                    ---------------
of  any  other class of common stock whether now or hereafter authorized, having
the  right  to  participate  in  the  distribution of earnings and assets of the
Company.

Section  1.2.     "Capital  Shares  Equivalents"  shall  mean  any  securities,
                   ----------------------------
rights, or obligations that are convertible into or exchangeable for or give any
right  to  subscribe  for  any  Capital  Shares  of the Company or any warrants,
options  or other rights to subscribe for or purchase Capital Shares or any such
convertible  or  exchangeable  securities.


                                        1
<PAGE>
Section  1.3.     "Closing"  shall  mean the closing of the purchase and sale of
                   -------
the  Convertible  Debentures  pursuant  to  Section  2.1.

Section  1.4.     "Closing Date"  shall mean the date on which all conditions to
                   ------------
the  Closing  have been satisfied (as defined in Section 2.1 (b) hereto) and the
Closing  shall  have  occurred.

Section  1.5.     "Common  Stock"  shall mean the Company's common stock, $0.001
                   -------------
par  value  per  share.

Section  1.6.     "Common  Stock  Certificates"  shall  mean  the  certificates
                   ---------------------------
representing  Common Stock previosly purchased from the Company pursuant to that
certain  Common  Stock  Purchase  Agreement,  dated  May  25,  2000, between the
Investors  signatory  hereto and the Company, and issued to the Investors in the
numbers  and  amount  as  set  forth  on  the  signature  pages  hereto.

Section  1.7.     "Conversion  Shares"  shall  mean  the  shares of Common Stock
                   ------------------
issuable  upon  conversion  of  the  Convertible  Debenture.

Section 1.8.     "Convertible Debenture(s)"  shall mean the $1,000,000 principal
                  ------------------------
amount  of 7% Convertible Debentures due June 30, 2003, in the form of Exhibit A
                                                                       ---------
hereto.

Section  1.9.     "Damages"  shall  mean  any  loss,  claim,  damage,  judgment,
                   -------
penalty,  deficiency,  liability,  costs  and  expenses  (including,  without
limitation,  reasonable  attorney's  fees and disbursements and reasonable costs
and  expenses  of  expert  witnesses  and  investigation).

Section  1.10.     "Effective  Date"  shall mean the date on which the SEC first
                    ---------------
declares  effective  a  Registration  Statement  registering  the  resale of the
Registrable  Securities  as  set  forth  in  the  Registration Rights Agreement.

Section 1.11.     "Escrow Agent"  shall have the meaning set forth in the Escrow
                   ------------
Agreement.

Section  1.12.     "Escrow  Agreement"  shall  mean  the  Escrow  Agreement  in
                    -----------------
substantially  the  form  of  Exhibit  C  hereto  executed  and  delivered
contemporaneously  with  this  Agreement.

Section  1.13.     "Exchange  Act"  shall  mean  the  Securities Exchange Act of
                    -------------
1934,  as  amended,  and  the  rules  and  regulations  promulgated  thereunder.

Section  1.14.     "Legend"  shall  mean  the  legend  set forth in Section 9.1.
                    ------

Section  1.15.     "Market  Price"  on  any given date shall mean the average of
                    -------------
the  two  (2)  lowest closing bid prices on the Principal Market (as reported by
Bloomberg  L.P.) of the Common Stock on the twenty (20) Trading Days immediately
preceding  the  date  for  which  the  Market  Price  is  to  be  determined.


                                        2
<PAGE>
Section  1.16.     "Material  Adverse  Effect"  shall  mean  any  effect  on the
                    -------------------------
business,  operations, properties, prospects, stock price or financial condition
of  the Company that is material and adverse to the Company and its subsidiaries
and  affiliates,  taken  as  a  whole,  and/or  any  condition, circumstance, or
situation  that  would  prohibit  or otherwise interfere with the ability of the
Company  to  enter into and perform any of its obligations under this Agreement,
the  Registration  Rights Agreement, the Convertible Debentures, the Warrants or
the  Escrow  Agreement  in  any  material  respect.

Section  1.17.      "Outstanding"  when  used with reference to shares of Common
                     -----------
Stock  or Capital Shares (collectively the "Shares"), shall mean, at any date as
of  which  the  number  of  such  Shares  is  to  be  determined, all issued and
outstanding  Shares,  and  shall  include all such Shares issuable in respect of
outstanding  scrip or any certificates representing fractional interests in such
Shares;  provided,  however,  that  "Outstanding" shall not mean any such Shares
         --------   -------
then  directly or indirectly owned or held by or for the account of the Company.

Section  1.18.     "Person"  shall  mean  an  individual,  a  corporation,  a
                    ------
partnership,  a  limited  liability  company,  an  association, a trust or other
entity  or  organization,  including a government or political subdivision or an
agency  or  instrumentality  thereof.

Section  1.19.      "Principal  Market"  shall  mean the OTC Bulletin Board, the
                     -----------------
American Stock Exchange, the New York Stock Exchange, the NASDAQ National Market
or  the  NASDAQ Small-Cap Market, whichever is at the time the principal trading
exchange  or  market  for  the  Common  Stock,  based  upon  share  volume.

Section  1.20.     "Purchase  Price"  shall  mean  the  sum  of  $500,000.
                    ---------------

Section 1.21.     "Registrable Securities"  shall mean the Conversion Shares and
                   ----------------------
the  Warrant  Shares  until  the earliest of  (i) the Registration Statement has
been  declared effective by the SEC, and all Conversion Shares and Warrants have
been  disposed  of  pursuant  to the Registration Statement, (ii) all Conversion
Shares  and  Warrants  have been sold under circumstances under which all of the
applicable conditions of Rule 144 (or any similar provision then in force) under
the Securities Act ("Rule 144") are met, (iii) all Conversion Shares and Warrant
Shares  have  been  otherwise  transferred  to holders who may trade such shares
without  restriction  under  the Securities Act, and the Company has delivered a
new certificate or other evidence of ownership for such securities not bearing a
restrictive  legend  or  (iv)  such  time  as,  in the opinion of counsel to the
Company,  all Conversion Shares and Warrant Shares may be sold without any time,
volume  or  manner limitations pursuant to Rule 144(k) (or any similar provision
then  in  effect)  under  the  Securities  Act.

Section  1.22.     "Registration  Rights  Agreement"  shall  mean  the agreement
                    -------------------------------
regarding  the  filing  of  the  Registration  Statement  for  the resale of the
Registrable  Securities, entered into between the Company and the Investor as of
the  Closing  Date  in  the  form  annexed  hereto  as  Exhibit  B.
                                                        ----------

Section  1.23.     "Registration Statement"  shall mean a registration statement
                    ----------------------
on  Form  S-3  (if use of such form is then available to the Company pursuant to
the  rules of the SEC and, if not, on such other form promulgated by the SEC for
which  the  Company  then qualifies and which counsel for the Company shall deem
appropriate,  and  which form shall be available for the resale by the Investors


                                        3
<PAGE>
of the Registrable Securities to be registered thereunder in accordance with the
provisions  of  this  Agreement,  the  Registration  Rights  Agreement  and  in
accordance with the intended method of distribution of such securities), for the
registration  of  the resale by the Investor of the Registrable Securities under
the  Securities  Act.

Section  1.24.     "Regulation  D"  shall  have  the  meaning  set  forth in the
                    -------------
recitals  of  this  Agreement.

Section  1.25.     "SEC"  shall  mean  the  Securities  and Exchange Commission.
                    ---

Section 1.26.     "SEC Documents"   shall mean the Company's latest Form 10-K or
                   -------------
10-KSB  as  of  the  time  in  question,  all Forms 10-Q or 10-QSB and 8-K filed
thereafter, and the Proxy Statement for its latest fiscal year as of the time in
question  until such time as the Company no longer has an obligation to maintain
the  effectiveness  of a Registration Statement as set forth in the Registration
Rights  Agreement.

Section 1.27.     "Section 4(2)"  and "Section 4(6)" shall have the meanings set
                   ---------------------------------
forth  in  the  recitals  of  this  Agreement.

Section  1.28.     "Securities  Act"  shall  have  the  meaning set forth in the
                    ---------------
recitals  of  this  Agreement.

Section  1.29.     "Shares"  shall  have  the meaning set forth in Section 1.16.
                    ------

Section  1.30.     "Trading  Day"  shall mean any day during which the Principal
                    ------------
Market  shall  be  open  for  business.

Section  1.31.     "Warrants"  shall mean the Warrants substantially in the form
                    --------
of  Exhibit  E  to  be  issued  to  the  Lenders  hereunder.
    ----------

Section  1.31  "Warrant  Shares"  shall mean all shares of Common Stock or other
                ---------------
securities  issued  or  issuable  pursuant  to  exercise  of  the  Warrants.



                                   ARTICLE II

                   PURCHASE AND SALE OF CONVERTIBLE DEBENTURES

Section  2.1.     Investment.
                  ----------

     (a)     Upon  the terms and subject to the conditions set forth herein, the
Company  agrees  to sell, and the Investors, severally and not jointly, agree to
purchase Convertible Debentures with an aggregate principal amount of $1,000,000
in  accordance  with the commitments set forth on the signature pages hereto, at
the Purchase Price and surrender of the Common Stock Certificates on the Closing
Date  as  follows:


                                        4
<PAGE>
               (i)  Upon execution and delivery of this Agreement, each Investor
                    shall  deliver to the  Escrow  Agent  immediately  available
                    funds in their proportionate amount of the Purchase Price as
                    set forth on the signature pages hereto and the Common Stock
                    Certificates,  and the Company shall deliver the Convertible
                    Debenture certificates and the Warrants to the Escrow Agent,
                    in each case to be held by the Escrow Agent  pursuant to the
                    Escrow Agreement.

               (ii) Upon  satisfaction  of the  conditions  set forth in Section
                    2.1(b),  the Closing  ("Closing") shall occur at the offices
                    of the  Escrow  Agent at which  the  Escrow  Agent (x) shall
                    release the  Convertible  Debentures and the Warrants to the
                    Investors  and (y) shall  release the Purchase  Price (after
                    all  fees  have  been  paid  as  set  forth  in  the  Escrow
                    Agreement)  and the Common Stock  Certificates,  pursuant to
                    the terms of the Escrow Agreement.

     (b)     The  Closing  is subject to the satisfaction or waiver by the party
to  be  benefited  thereby  of  the  following  conditions:

               (i)  acceptance   and   execution  by  the  Company  and  by  the
                    Investors, of this Agreement and all Exhibits hereto;

               (ii) delivery  into  escrow  by  each  Investor  of   immediately
                    available  funds in the amount of the Purchase  Price of the
                    Convertible  Debentures  and the  Warrants  purchased at the
                    Closing and the Common Stock Certificates, as more fully set
                    forth in the Escrow Agreement;

               (iii)all   representations   and   warranties  of  the  Investors
                    contained  herein  shall  remain  true and correct as of the
                    Closing Date (as a condition to the Company's obligations);

               (iv) all  representations and warranties of the Company contained
                    herein  shall remain true and correct as of the Closing Date
                    (as a condition to the Investors' obligations);

               (v)  the   Company   shall  have   obtained   all   permits   and
                    qualifications  required by any state for the offer and sale
                    of the  Convertible  Debentures  and the Warrants,  or shall
                    have the availability of exemptions therefrom;

               (vi) the sale and issuance of the Convertible  Debentures and the
                    Warrants hereunder, and the proposed issuance by the Company
                    to  the  Investors  of  the  Common  Stock   underlying  the
                    Convertible  Debentures and the Warrants upon the conversion
                    or exercise  thereof shall be legally  permitted by all laws
                    and  regulations  to which the Investors and the Company are
                    subject  and there  shall be no ruling,  judgment or writ of
                    any court prohibiting the transactions  contemplated by this
                    Agreement;


                                        5
<PAGE>
               (vii)delivery  of  the  original   fully   executed   Convertible
                    Debenture certificates and Warrants to the Escrow Agent;

               (viii) delivery  to the Escrow  Agent of an opinion of  Feldhake,
                    August & Roquemore,  counsel to the Company,  in the form of
                    Exhibit D hereto;
                    ---------

               (ix) delivery to the Escrow Agent of the Irrevocable Instructions
                    to Transfer Agent in the form attached  hereto as Exhibit E;
                                                                      ----------
                    and delivery to the Escrow Agent of the Registration  Rights
                    Agreement; and

               (x)  Execution  by  the  parties  hereto  of  a  legally  binding
                    agreement to cancel all previous  documents  relating to the
                    investment  in the Company of $500,000  for the  purchase of
                    the Common Stock  Certificates,  said monies received by the
                    Company already to be held, and Stock Certificates therefore
                    to be returned through this escrow.

Section  2.2.     Liquidated  Damages.  The parties hereto acknowledge and agree
                  -------------------
that  the  sum  payable  pursuant  to the Registration Rights Agreement for late
registration and the sum payable pursuant to the Convertible Debentures for late
delivery  of  Common  Stock certificates shall constitute liquidated damages and
not  penalties.  The  parties further acknowledge that (a) the amount of loss or
damages  likely  to  be  incurred  is  incapable  or  is  difficult to precisely
estimate,  (b)  the  amount  specified  in  such  provisions  bear  a reasonable
proportion  and are not plainly or grossly disproportionate to the probable loss
likely  to  be  incurred  by  the Investor in connection with the failure of the
Company  to  timely  cause  the registration of the Registrable Securities or to
deliver  stock  certificates  upon  any  conversion,  and  (c)  the  parties are
sophisticated  businesses  and  have  been represented by sophisticated and able
legal  and  financial  counsel  and  negotiated  this Agreement at arm's length.

                                   ARTICLE III

                   REPRESENTATIONS AND WARRANTIES OF INVESTOR

Each Investor, severally and not jointly, represents and warrants to the Company
that:

Section  3.1.     Intent.  The  Investor is entering into this Agreement for its
                  ------
own  account  and  not  with  a  view  to  or  for  sale  in connection with any
distribution  of  the  Common  Stock.  The  Investor  has no present arrangement
(whether  or not legally binding) at any time to sell the Convertible Debenture,
and  the  Warrants or any Conversion Shares and Warrant Shares to or through any
person  or entity; provided, however, that by making the representations herein,
the  Investor  does  not  agree to hold such securities for any minimum or other
specific  term  and  reserves  the right to dispose of the Conversion Shares and
Warrant  Shares at any time in accordance with federal and state securities laws
applicable  to  such  disposition.

Section  3.2.     Sophisticated  Investor.  The  Investor  is  a  sophisticated
                  -----------------------
investor  (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited
investor  (as  defined  in  Rule  501  of  Regulation  D), and Investor has such
experience  in  business  and  financial  matters  that  it  has the capacity to
protect  its own interests in connection with this transaction and is capable of


                                        6
<PAGE>
evaluating  the merits and risks of an investment in the Convertible Debentures,
the  Warrants and the underlying Common Stock. The Investor has been represented
by  counsel  of  its choice. The Investor acknowledges that an investment in the
Convertible  Debentures  and  the  Warrants  and  the underlying Common Stock is
speculative  and  involves  a  high  degree  of  risk.

Section  3.3.     Authority.  This  Agreement  and each agreement attached as an
                  ---------
Exhibit  hereto  which  is  required  to  be  executed by Investor has been duly
authorized and validly executed and delivered by the Investor and is a valid and
binding  agreement of the Investor enforceable against it in accordance with its
terms,  subject  to  applicable bankruptcy, insolvency, or similar laws relating
to, or affecting generally the enforcement of, creditors' rights and remedies or
by  other  equitable  principles  of  general  application.

Section  3.4.     Not an Affiliate.  The Investor is not an officer, director or
                  ----------------
"affiliate"  (as  that term is defined in Rule 405 of the Securities Act) of the
Company.

Section  3.5.     Absence  of  Conflicts.  The  execution  and  delivery of this
                  ----------------------
Agreement and each agreement which is attached as an Exhibit hereto and executed
by the Investor in connection herewith, and the consummation of the transactions
contemplated hereby and thereby, and compliance with the requirements hereof and
thereof  by  the  Investor,  will  not violate any law, rule, regulation, order,
writ,  judgment,  injunction, decree or award binding on Investor or (a) violate
any  provision  of any indenture, instrument or agreement to which Investor is a
party  or  is  subject,  or by which Investor or any of its assets is bound; (b)
conflict  with  or  constitute  a material default thereunder; (c) result in the
creation  or imposition of any lien pursuant to the terms of any such indenture,
instrument  or  agreement,  or constitute a breach of any fiduciary duty owed by
Investor  to  any  third  party;  or (d) require the approval of any third-party
(which  has  not  been  obtained)  pursuant to any material contract, agreement,
instrument,  relationship or legal obligation to which Investor is subject or to
which  any  of  its  assets,  operations  or  management  may  be  subject.

Section  3.6.     Disclosure;  Access to Information.  The Investor has received
                  ----------------------------------
all  documents,  records,  books  and other information pertaining to Investor's
investment  in  the  Company  that  have  been  requested  by  the  Investor.

Section  3.7.     Manner  of  Sale.  At  no  time was Investor presented with or
                  ----------------
solicited  by  or  through  any  leaflet, public promotional meeting, television
advertisement  or  any  other  form  of  general  solicitation  or  advertising.

                                   ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The  Company  represents and warrants to the Investors that, except as set forth
on  the  SEC Documents or on the Disclosure Schedule prepared by the Company and
attached  hereto:

Section 4.1.     Organization of the Company.  The Company is a corporation duly
                 ---------------------------
incorporated and existing in good standing under the laws of the State of Nevada
and  has all requisite corporate authority to own its properties and to carry on
its business as now being conducted.  The Company does not have any subsidiaries
and  does not own more that fifty percent (50%) of or control any other business


                                        7
<PAGE>
entity.  The  Company  is  duly  qualified  and is in good standing as a foreign
corporation  to  do  business  in  every jurisdiction in which the nature of the
business  conducted  or property owned by it makes such qualification necessary,
other  than  those  in which the failure so to qualify would not have a Material
Adverse  Effect.

Section  4.2.     Authority.  (i)  The Company has the requisite corporate power
                  ---------
and  corporate authority to conduct its business as now conducted, to enter into
and  perform  its  obligations  under  this  Agreement,  the Registration Rights
Agreement,  the  Escrow Agreement and the Warrants, and to issue the Convertible
Debentures  and  the  Conversion  Shares,  the  Warrants  and the Warrant Shares
pursuant to their respective terms, (ii) the execution, issuance and delivery of
this  Agreement, the Registration Rights Agreement, the Escrow Agreement and the
Convertible  Debentures  and the Warrants by the Company and the consummation by
it  of  the  transactions  contemplated  hereby have been duly authorized by all
necessary  corporate  action  and  no  further  consent  or authorization of the
Company  or  its  Board of Directors or stockholders is required, and (iii) this
Agreement, the Registration Rights Agreement, the Escrow Agreement, the Warrants
and  the  Convertible  Debentures  have  been duly executed and delivered by the
Company and at the Closing shall constitute valid and binding obligations of the
Company  enforceable  against the Company in accordance with their terms, except
as  such  enforceability may be limited by applicable bankruptcy, insolvency, or
similar  laws relating to, or affecting generally the enforcement of, creditors'
rights  and  remedies  or  by other equitable principles of general application.
The  Company has duly and validly authorized and reserved for issuance shares of
Common  Stock  sufficient  in  number  for  the  conversion  of  the Convertible
Debentures.  The  Company  understands and acknowledges the potentially dilutive
effect  to the Common Stock of the issuance of the Conversion Shares and Warrant
Shares.  The  Company  further  acknowledges  that  its  obligation  to  issue
Conversion  Shares  and  Warrant  Shares  upon  conversion  of  the  Convertible
Debentures  and  Warrant shares upon exercise of the Warrants in accordance with
this  Agreement  and  the  Convertible  Debentures is absolute and unconditional
regardless  of  the dilutive effect that such issuance may have on the ownership
interests  of  other  stockholders  of  the  Company  and  notwithstanding  the
commencement  of any case under 11 U.S.C.   101 et seq. (the "Bankruptcy Code").
The Company shall not seek judicial relief from its obligations hereunder except
pursuant to the Bankruptcy Code.  In the event the Company is a debtor under the
Bankruptcy  Code,  the Company hereby waives to the fullest extent permitted any
rights  to relief it may have under 11 U.S.C.   362 in respect of the conversion
of  the  Convertible  Debentures  and the exercise of the Warrants.  The Company
agrees,  without cost or expense to the Investors, to take or consent to any and
all  action  necessary  to  effectuate  relief  under  11  U.S.C.   362.

Section  4.3.     Capitalization.  The  authorized  capital stock of the Company
                  --------------
consists  of  50,000,000  shares of Common Stock, $0.001 par value per share, of
which  12,262,988  shares  are  issued  and outstanding, and no preferred stock.
There  are  no  outstanding  Capital  Shares  Equivalents  nor any agreements or
understandings  pursuant  to  which  any  Capital  Shares Equivalents may become
outstanding.  The  Company is not a party to any agreement granting registration
or  anti-dilution rights to any person with respect to any of its equity or debt
securities.  All  of  the outstanding shares of Common Stock of the Company have
been  duly  and  validly  authorized  and  issued  and  are  fully  paid  and
non-assessable  and  have  been  issued  pursuant  to  valid  exemptions  from
registration  under the Securities Act and all applicable state "blue sky" laws.


                                        8
<PAGE>
Section  4.4.     Common  Stock.  The  Company  has  registered its Common Stock
                  --------------
pursuant  to  Section 12(b) or (g) of the Exchange Act and is in full compliance
with  all  reporting  requirements  of  the  Exchange Act, and the Company is in
compliance  with  all requirements for the continued listing or quotation of its
Common  Stock,  and  such  Common  Stock  is  currently listed or quoted on, the
Principal  Market.  As  of  the  date  hereof,  the  Principal Market is the OTC
Bulletin Board and the Company has not received any notice regarding, and to its
knowledge  there  is  no  threat,  of  the  termination or discontinuance of the
eligibility  of  the  Common  Stock  for  such  listing.

Section 4.5.     SEC Documents.  The Company has made available to the Investors
                 -------------
true  and complete copies of the SEC Documents.  The Company has not provided to
the  Investors  any  information  that,  according  to  applicable  law, rule or
regulation,  should have been disclosed publicly prior to the date hereof by the
Company,  but which has not been so disclosed. As of their respective dates, the
SEC  Documents  complied  in  all material respects with the requirements of the
Exchange  Act,  and  rules and regulations of the SEC promulgated thereunder and
the  SEC  Documents  did  not contain any untrue statement of a material fact or
omit  to  state  a  material  fact required to be stated therein or necessary in
order  to make the statements therein, in light of the circumstances under which
they  were  made,  not  misleading.  The  financial  statements  of  the Company
included  in the SEC Documents complied in all material respects with applicable
accounting  requirements  and  the published rules and regulations of the SEC or
other  applicable rules and regulations with respect thereto at the time of such
inclusion.  Such  financial  statements  have  been  prepared in accordance with
generally  accepted  accounting  principles applied on a consistent basis during
the periods involved (except (i) as may be otherwise indicated in such financial
statements  or  the  notes  thereto  or  (ii)  in  the case of unaudited interim
statements,  to the extent they exclude footnotes or may be condensed or summary
statements)  and  fairly present in all material respects the financial position
of  the  Company  as of the dates thereof and the results of operations and cash
flows  for  the  periods  then  ended (subject, in the case of unaudited interim
statements,  to normal year-end audit adjustments).  Neither the Company nor any
of its subsidiaries has any material indebtedness, obligations or liabilities of
any kind (whether accrued, absolute, contingent or otherwise, and whether due or
to  become  due)  that  would  have  been  required to be reflected in, reserved
against  or  otherwise  described  in  the  financial statements or in the notes
thereto  in  accordance  with  GAAP,  which was not fully reflected in, reserved
against  or otherwise described in the financial statements or the notes thereto
included  in  the  SEC  Documents  or was not incurred in the ordinary course of
business  consistent  with  the  Company's past practices since the last date of
such  financial  statements.

Section  4.6.     Exemption  from Registration; Valid Issuances.  Subject to the
                  ---------------------------------------------
accuracy  of  the  Investors'  representations  in  Article III, the sale of the
Convertible  Debentures  and  the  Conversion  Shares,  the Warrants and Warrant
Shares  will  not  require  registration  under  the  Securities  Act and/or any
applicable  state securities law.  When validly converted in accordance with the
terms  of  the  Convertible  Debentures, the Conversion Shares, the Warrants and
Warrant  Shares will be duly and validly issued, fully paid, and non-assessable.
Neither  the  sales  of  the  Convertible Debentures, the Conversion Shares, the
Warrants  and  Warrant  Shares pursuant to, nor the Company's performance of its
obligations under, this Agreement, the Registration Rights Agreement, the Escrow
Agreement or the Convertible  Debentures and the Warrants will (i) result in the


                                        9
<PAGE>
creation  or  imposition  by  the Company of any liens, charges, claims or other
encumbrances  upon  the  Convertible  Debentures, the Warrants or the Conversion
Shares  and  Warrant Shares or, except as contemplated herein, any of the assets
of  the  Company,  or  (ii) entitle the holders of Outstanding Capital Shares to
preemptive  or  other  rights to subscribe for or acquire the Capital  Shares or
other  securities  of  the Company. The Convertible Debentures, the Warrants and
the  Conversion  Shares  and  Warrant Shares, shall not subject the Investors to
personal  liability  to the Company or its creditors by reason of the possession
thereof.

Section  4.7.     No  General  Solicitation  or  Advertising  in  Regard to this
                  --------------------------------------------------------------
Transaction.  Neither  the  Company  nor  any  of  its  affiliates  nor,  to the
-----------
knowledge  of  the  Company,  any  person  acting on its or their behalf (i) has
conducted or will conduct any general solicitation (as that term is used in Rule
502(c)  of  Regulation D) or general advertising with respect to the sale of the
Convertible  Debentures,  or  (ii)  made  any offers or sales of any security or
solicited  any  offers  to  buy  any security under any circumstances that would
require  registration of the Convertible Debentures or the Conversion Shares and
Warrant  Shares,  under  the  Securities  Act.

Section  4.8.     No Conflicts.  The execution, delivery and performance of this
                  ------------
Agreement by the Company and the consummation by the Company of the transactions
contemplated hereby, including without limitation the issuance of and payment of
interest upon the Convertible Debentures, Warrants and the Conversion Shares and
Warrant  Shares,  do not and will not (i) result in a violation of the Company's
Certificate  of  Incorporation or By-Laws or (ii) conflict with, or constitute a
material  default  (or  an event that with notice or lapse of time or both would
become a default) under, or give to others any rights of termination, amendment,
acceleration  or  cancellation  of,  any  material  agreement,  indenture  or
instrument, or any "lock-up" or similar provision of any underwriting or similar
agreement to which the Company is a party, or (iii) result in a violation of any
federal,  state  or  local  law,  rule,  regulation,  order,  judgment or decree
(including  federal and state securities laws and regulations) applicable to the
Company  or  by  which any material property or asset of the Company is bound or
affected, nor is the Company otherwise in violation of, conflict with or default
under  any  of  the foregoing (except in each case for such conflicts, defaults,
terminations,  amendments,  accelerations, cancellations and violations as would
not  have,  individually  or  in  the aggregate, a Material Adverse Effect). The
business  of  the  Company  is  not  being  conducted  in  violation of any law,
ordinance  or  regulation  of  any  governmental  entity,  except  for  possible
violations  that  either  singly  or  in the aggregate would not have a Material
Adverse  Effect.  The  Company is not required under any Federal, state or local
law,  rule  or  regulation  to obtain any consent, authorization or order of, or
make  any filing or registration with, any court or governmental agency in order
for  it  to  execute,  deliver  or  perform  any  of  its obligations under this
Agreement  or  issue  and  sell  the  Convertible  Debentures or the Warrants in
accordance with the terms hereof (other than any SEC or state securities filings
that  may  be  required  to  be  made  by the Company subsequent to Closing, any
registration  statement  that  may be filed pursuant hereto); provided that, for
purposes  of  the  representation made in this sentence, the Company is assuming
and  relying upon the accuracy of the relevant representations and agreements of
the  Investors  herein.

Section  4.9.     No Material Adverse Change.  Since March 31, 2000, no Material
                  --------------------------
Adverse  Effect has occurred or exists with respect to the Company.  No material
supplier  has  given notice, oral or written, that it intends to cease or reduce
the  volume  of  its  business  with  the  Company  from  historical  levels.


                                       10
<PAGE>
Section 4.10.     No Undisclosed Events or Circumstances.  Since March 31, 2000,
                  --------------------------------------
no  event  or circumstance has occurred or exists with respect to the Company or
its  businesses, properties, prospects, operations or financial condition, that,
under  any  applicable  law,  rule  or regulation, requires public disclosure or
announcement  prior  to the date hereof by the Company but which has not been so
publicly  announced  or  disclosed  in  writing  to  the  Investors.

Section  4.11.     No  Integrated Offering.  Other than pursuant to an effective
                   -----------------------
registration  statement under the Securities Act, or pursuant to the issuance or
exercise  of  employee stock options or in connection with certain acquisitions,
or  pursuant  to  its  discussion  with  the  Investors  in  connection with the
transactions  contemplated  hereby,  the Company has not issued, offered or sold
the  Convertible  Debentures,  the  Warrants  or  any  shares  of  Common  Stock
(including for this purpose any securities of the same or a similar class as the
Convertible  Debentures  or  Common  Stock, or any securities convertible into a
exchangeable  or  exercisable  for the Convertible Debentures or Common Stock or
any  such  other securities) within the six-month period next preceding the date
hereof,  and  the  Company  shall  not  permit any of its directors, officers or
affiliates  directly  or  indirectly  to  take,  any  action (including, without
limitation,  any offering or sale to any Person of the Convertible Debentures or
shares of Common Stock), so as to make unavailable the exemption from Securities
Act  registration  being  relied  upon  by the Company for the offer and sale to
Investors  of  the Convertible Debentures (and the Conversion Shares and Warrant
Shares)  as  contemplated  by  this  Agreement.

Section  4.12.     Litigation  and  Other  Proceedings. There are no lawsuits or
                   -----------------------------------
proceedings pending or, to the knowledge of the Company, threatened, against the
Company  or  any  subsidiary,  nor  has the Company received any written or oral
notice  of  any  such  action,  suit,  proceeding  or investigation, which could
reasonably  be  expected  to have a Material Adverse Effect. No judgment, order,
writ,  injunction  or decree or award has been issued by or, to the knowledge of
the  Company,  requested  of  any court, arbitrator or governmental agency which
could  result  in  a  Material  Adverse  Effect.

Section  4.13.     No  Misleading  or Untrue Communication.  The Company and, to
                   ---------------------------------------
the  knowledge of the Company, any person representing the Company, or any other
person selling or offering to sell the Convertible Debentures or the Warrants in
connection  with  the transaction contemplated by this Agreement, have not made,
at  any time, any oral communication in connection with the offer or sale of the
same which contained any untrue statement of a material fact or omitted to state
any material fact necessary in order to make the statements, in the light of the
circumstances  under  which  they  were  made,  not  misleading.

Section  4.14.     Material  Non-Public  Information.  The  Company  has  not
                   ---------------------------------
disclosed  to  the  Investors  any  material  non-public information that (i) if
disclosed,  would  reasonably be expected to have a material effect on the price
of  the  Common  Stock  or (ii) according to applicable law, rule or regulation,
should  have been disclosed publicly by the Company prior to the date hereof but
which  has  not  been  so  disclosed.

Section 4.15.     Insurance.  The Company and each subsidiary maintains property
                  ---------
and  casualty,  general  liability, workers' compensation, environmental hazard,
personal  injury and other similar types of insurance with financially sound and
reputable  insurers that is adequate, consistent with industry standards and the
Company's  historical  claims  experience.  The  Company has not received notice


                                       11
<PAGE>
from,  and  has  no knowledge of any threat by, any insurer (that has issued any
insurance  policy  to  the  Company)  that such insurer intends to deny coverage
under  or  cancel,  discontinue  or  not renew any insurance policy presently in
force.

Section  4.16.     Tax  Matters.
                   ------------

     (a)     The  Company and each subsidiary has filed all Tax Returns which it
is  required  to  file  under applicable laws; all such Tax Returns are true and
accurate  and  have  been  prepared  in compliance with all applicable laws; the
Company has paid all Taxes due and owing by it or any subsidiary (whether or not
such  Taxes are required to be shown on a Tax Return) and have withheld and paid
over  to  the  appropriate  taxing authorities all Taxes which it is required to
withhold  from  amounts  paid or owing to any employee, stockholder, creditor or
other  third  parties;  and  since  December 31, 1999, the charges, accruals and
reserves  for  Taxes  with  respect to the Company (including any provisions for
deferred  income  taxes)  reflected  on the books of the Company are adequate to
cover any Tax liabilities of the Company if its current tax year were treated as
ending  on  the  date  hereof.

     (b)     No  claim  has  been  made  by a taxing authority in a jurisdiction
where  the  Company does not file tax returns that the Company or any subsidiary
is  or  may  be subject to taxation by that jurisdiction.  There are no foreign,
federal,  state  or  local  tax audits or administrative or judicial proceedings
pending  or  being  conducted  with respect to the Company or any subsidiary; no
information  related  to Tax matters has been requested by any foreign, federal,
state  or  local  taxing  authority;  and, except as disclosed above, no written
notice  indicating  an intent to open an audit or other review has been received
by  the  Company  or  any  subsidiary  from any foreign, federal, state or local
taxing  authority.  There  are  no  material  unresolved  questions  or  claims
concerning  the  Company's  Tax  liability.  The Company (A) has not executed or
entered into a closing agreement pursuant to   7121 of the Internal Revenue Code
or any predecessor provision thereof or any similar provision of state, local or
foreign  law;  or  (B)  has not agreed to or is required to make any adjustments
pursuant  to   481  (a) of the Internal Revenue Code or any similar provision of
state, local or foreign law by reason of a change in accounting method initiated
by  the Company or any of its subsidiaries or has any knowledge that the IRS has
proposed  any  such  adjustment  or  change  in  accounting  method,  or has any
application  pending  with  any  taxing  authority requesting permission for any
changes  in  accounting methods that relate to the business or operations of the
Company.  The  Company  has  not  been  a  United  States  real property holding
corporation  within  the  meaning  of   897(c)(2)  of  the Internal Revenue Code
during  the  applicable  period  specified in   897(c)(1)(A)(ii) of the Internal
Revenue  Code.

     (c)     The  Company  has not made an election under 341(f) of the Internal
Revenue Code.  The Company is not liable for the Taxes of another person that is
not  a subsidiary of the Company under (A) Treas. Reg.   1.1502-6 (or comparable
provisions  of  state,  local or foreign law), (B) as a transferee or successor,
(C)  by  contract  or indemnity or (D) otherwise.  The Company is not a party to
any  tax  sharing  agreement.  The  Company  has  not  made any payments, is not
obligated to make payments nor is it a party to an agreement that could obligate
it  to  make  any  payments  that  would  not  be deductible under   280G of the
Internal  Revenue  Code.


                                       12
<PAGE>
     (d)     For  purposes  of  this  Section  4.16:

          "IRS" means the United States Internal Revenue Service.
           ---

          "Tax" or "Taxes" means federal,  state,  county,  local,  foreign,  or
           ---      -----
          other income, gross receipts, ad valorem, franchise, profits, sales or
          use,   transfer,   registration,   excise,   utility,   environmental,
          communications,  real or personal  property,  capital stock,  license,
          payroll,  wage or  other  withholding,  employment,  social  security,
          severance, stamp, occupation, alternative or add-on minimum, estimated
          and other taxes of any kind whatsoever (including, without limitation,
          deficiencies,  penalties,  additions to tax, and interest attributable
          thereto) whether disputed or not.

          "Tax  Return"  means any  return,  information  report or filing  with
           -----------
          respect  to  Taxes,  including  any  schedules  attached  thereto  and
          including any amendment thereof.

Section  4.17.     Property.  Neither  the  Company  nor any of its subsidiaries
                   --------
owns  any  real property.  Each of the Company and its subsidiaries has good and
marketable  title  to  all  personal property owned by it, free and clear of all
liens,  encumbrances  and  defects  except  such as do not materially affect the
value  of  such  property  and do not materially interfere with the use made and
proposed  to  be  made  of  such  property  by the Company; and to the Company's
knowledge  any  real  property  and buildings held under lease by the Company as
tenant  are  held by it under valid, subsisting and enforceable leases with such
exceptions  as  are  not  material  and  do  not interfere with the use made and
intended  to  be  made  of  such  property  and  buildings  by the Company.  The
Company's  present  facilities  are  adequate  for  the  Company's  reasonably
foreseeable  needs.

Section  4.18.     Intellectual  Property.  Each  of  the  Company  and  its
                   ----------------------
subsidiaries  owns  or  possesses  adequate  and  enforceable  rights to use all
patents,  patent  applications, trademarks, trademark applications, trade names,
service marks, copyrights, copyright applications, licenses, know-how (including
trade  secrets  and  other  unpatented  and/or  unpatentable  proprietary  or
confidential  information,  systems  or procedures) and other similar rights and
proprietary knowledge (collectively, "Intangibles") necessary for the conduct of
its  business  as  now being conducted.  To the Company's knowledge, neither the
Company  nor  any of its subsidiaries is infringing upon or in conflict with any
right  of  any  other person with respect to any Intangibles.  No adverse claims
have  been asserted by any person to the ownership or use of any Intangibles and
the  Company  has  no  knowledge  of  any  basis  for  such  claim.

Section 4.19.     Internal Controls and Procedures.  The Company maintains books
                  --------------------------------
and  records and internal accounting controls which provide reasonable assurance
that  (i)  all transactions to which the Company or any subsidiary is a party or
by  which its properties are bound are executed with management's authorization;
(ii)  the  recorded  accounting of the Company's consolidated assets is compared
with  existing  assets  at  regular  intervals;  (iii)  access  to the Company's
consolidated  assets  is  permitted  only  in  accordance  with  management's
authorization; and (iv) all transactions to which the Company or any  subsidiary
is  a  party  or  by which its properties are bound are recorded as necessary to
permit preparation of the financial statements of the Company in accordance with
U.S.  generally  accepted  accounting  principles.


                                       13
<PAGE>
Section  4.20.     Payments  and  Contributions.  Neither  the  Company,  any
                   ----------------------------
subsidiary,  nor  any  of  its  directors,  officers or, to its knowledge, other
employees  has  (i)  used  any  Company  funds  for  any  unlawful contribution,
endorsement, gift, entertainment or other unlawful expense relating to political
activity;  (ii) made any direct or indirect unlawful payment of Company funds to
any foreign or domestic government official or employee; (iii) violated or is in
violation  of  any  provision  of  the Foreign Corrupt Practices Act of 1977, as
amended;  or (iv) made any bribe, rebate, payoff, influence payment, kickback or
other  similar  payment  to  any  person  with  respect  to  Company  matters.

Section 4.21.     Permits and Licenses.  The Company holds all necessary permits
                  --------------------
and  licenses  to  conduct  its  business  as  presently conducted.  All of such
permits  and  licenses  are  in  full force and effect and the Company is not in
material  violation  of  any  thereof.

Section  4.22.     No  Misrepresentation.  The representations and warranties of
                   ---------------------
the  Company  contained in this Agreement, any schedule, annex or exhibit hereto
and  any  agreement,  instrument  or certificate furnished by the Company to the
Investors  pursuant  to this Agreement, do not contain any untrue statement of a
material  fact or omit to state a material fact required to be stated therein or
necessary  to  make  the statements therein, in light of the circumstances under
which  they  were  made,  not  misleading.

                                    ARTICLE V

                           COVENANTS OF THE INVESTORS

     Each  Investor, severally and not jointly, covenants with the Company that:

Section  5.1.     Compliance  with  Law.  The Investor's trading activities with
                  ---------------------
respect  to  shares of the Company's Common Stock will be in compliance with all
applicable  state  and  federal securities laws, rules and regulations and rules
and  regulations  of the Principal Market on which the Company's Common Stock is
listed.

Section  5.2.     No  Short  Sales.  The  Investor  and its affiliates shall not
                  ----------------
engage  in  short  sales of the Company's Common Stock (as defined in applicable
SEC  and  NASD  rules)  so long as the Investor holds the Convertible Debenture.


                                       14
<PAGE>
                                   ARTICLE VI

                            COVENANTS OF THE COMPANY

Section  6.1.     Registration Rights.  The Company shall cause the Registration
                  -------------------
Rights Agreement to remain in full force and effect and the Company shall comply
in  all  material  respects  with  the  terms  thereof.

Section  6.2.     Reservation  of  Common  Stock.  As  of  the  date hereof, the
                  ------------------------------
Company  has  reserved  and  the  Company  shall  continue  to  reserve and keep
available  at  all  times, free of preemptive rights, shares of Common Stock for
the  purpose  of enabling the Company to issue the Conversion Shares and Warrant
Shares  pursuant  to any conversion of the Convertible Debentures or exercise of
the Warrants (the "Trigger Amount").  The number of shares so reserved from time
to  time,  as  theretofore  increased or reduced as hereinafter provided, may be
reduced by the number of shares actually delivered pursuant to any conversion of
the  Convertible Debentures or exercise of the Warrants and the number of shares
so  reserved  shall  be increased or decreased to reflect potential increases or
decreases  in  the  Common Stock that the Company may thereafter be obligated to
issue by reason of adjustments to the Warrants.  In the event that the number of
shares  of  Common  Stock  so reserved is less than the Trigger Number, then the
Company  shall  have  90  days  from  such date to increase the number of shares
reserved  above  the  Trigger  Amount

Section 6.3.     Listing of Common Stock.  The Company hereby agrees to maintain
                 -----------------------
the listing of the Common Stock on a Principal Market, and as soon as reasonably
practicable  following  the  Closing  to  list the Conversion Shares and Warrant
Shares  on  the  Principal  Market.  The  Company further agrees, if the Company
applies  to  have the Common Stock traded on any other Principal Market, it will
include  in  such application the Conversion Shares and Warrant Shares, and will
take  such  other  action  as  is  necessary  or desirable in the opinion of the
Investors to cause the Conversion Shares and Warrant Shares to be listed on such
other  Principal  Market  as  promptly  as  possible.  The Company will take all
action  to  continue  the listing and trading of its Common Stock on a Principal
Market  (including,  without  limitation,  maintaining  sufficient  net tangible
assets) and will comply in all respects with the Company's reporting, filing and
other  obligations  under  the bylaws or rules of the Principal Market and shall
provide  Investors  with  copies of any correspondence to or from such Principal
Market  which questions or threatens delisting of the Common Stock, within three
(3)  Trading  Days  of  the  Company's receipt thereof, until the Investors have
disposed  of  all  of  their  Registrable  Securities.

Section  6.4.     Exchange  Act Registration.  The Company will cause its Common
                  --------------------------
Stock  to  continue  to be registered under Section 12(b) or (g) of the Exchange
Act,  will use its best efforts to comply in all respects with its reporting and
filing  obligations under the Exchange Act, and will not take any action or file
any  document  (whether  or  not  permitted  by  the  Exchange  Act or the rules
thereunder) to terminate or suspend such registration or to terminate or suspend
its  reporting  and  filing  obligations under said Act until the Investors have
disposed  of  all  of  their  Registrable  Securities.


                                       15
<PAGE>
Section  6.5.     Legends.  The  certificates evidencing the Securities shall be
                  -------
free  of  legends,  except  as  set  forth  in Article IX. If the Transfer Agent
requires  an  opinion  of  counsel  from  the  Company's counsel pursuant to the
Instructions to Transfer Agent attached hereto to issue new certificates free of
a  legend  to  an  Investor  and Company's counsel fails to deliver such opinion
within  five  (5)  days  from  such  a  request,  then the Company will pay such
Investor  (pro  rated  on a daily basis), as liquidated damages for such failure
and  not  as  a  penalty, ten percent (10%) of the  market value of Common Stock
which would be issuable upon conversion of such Investor's Convertible Debenture
upon  on any date of determination for each week until such opinion is provided,
notwithstanding  the  fact that the Company has instructed the Transfer Agent to
accept  such  an  opinion  from  such  Investor's  counsel.

Section  6.6.     Corporate Existence; Conflicting Agreements.  The Company will
                  -------------------------------------------
take all steps necessary to preserve and continue the corporate existence of the
Company.  The  Company  shall  not  enter into any agreement, the terms of which
agreement  would  restrict  or  impair  the  right  or ability of the Company to
perform  any  of  its  obligations  under  this  Agreement  or  any of the other
agreements  attached  as  exhibits  hereto.

Section  6.7.     Consolidation;  Merger.  The  Company  shall  not, at any time
                  ----------------------
after the date hereof, effect any merger or consolidation of the Company with or
into, or a transfer of all or substantially all of the assets of the Company to,
another  entity  (a  "Consolidation  Event")  unless  the resulting successor or
acquiring  entity  (if  not  the  Company)  assumes  by written instrument or by
operation of law the obligation to deliver to the Investors such shares of stock
and/or  securities  as  the  Investors  are entitled to receive pursuant to this
Agreement  and  the  Convertible  Debentures.

Section  6.8.     Issuance  of Convertible Debentures and Warrants.  The sale of
                  ------------------------------------------------
the  Convertible  Debentures,  the  Warrants  and the issuance of the Conversion
Shares  upon  conversion and Warrant Shares upon the exercise of the Warrants of
the  Convertible  Debentures shall be made in accordance with the provisions and
requirements  of  Section  4(2),  4(6)  or Regulation D and any applicable state
securities law.  The Company shall make any necessary SEC and "blue sky" filings
as  may be required to be made by the Company in connection with the sale of the
Securities  to  the Investors, and shall provide a copy thereof to the Investors
promptly  after  such  filing.

Section  6.9.     Section  Intentionally  Omitted
                  -------------------------------




       THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK BY THE PARTIES


                                       16
<PAGE>
Section  6.10.  Pro-Rata Redemption.  The Company agrees that if it shall redeem
                -------------------
any  of  the Convertible Debenture, that it shall offer such redemption pro-rata
among  all  Investors  in  proportion their respective initial purchases of such
securities  pursuant  to  this  Agreement.

                                   ARTICLE VII

                            SURVIVAL; INDEMNIFICATION

Section  7.1.     Survival.  The  representations, warranties and covenants made
                  --------
by  each  of  the  Company  and  each  Investor  in this Agreement, the annexes,
schedules  and exhibits hereto and in each instrument, agreement and certificate
entered into and delivered by them pursuant to this Agreement, shall survive the
Closing  and  the  consummation of the transactions contemplated hereby.  In the
event  of  a  breach  or violation of any of such representations, warranties or
covenants,  the party to whom such representations, warranties or covenants have
been  made  shall  have  all  rights  and  remedies for such breach or violation
available  to  it  under  the  provisions of this Agreement, irrespective of any
investigation  made  by  or  on  behalf of such party on or prior to the Closing
Date,  unless  such party had actual knowledge of such breach or violation prior
to  the  Closing  Date.

Section 7.2.     Indemnity.  (a) The Company hereby agrees to indemnify and hold
                 ---------
harmless  the  Investors,  their  respective  Affiliates  and  their  respective
officers,  directors,  partners  and  members  (collectively,  the  "Investor
Indemnitees"), from and against any and all Damages, and agrees to reimburse the
Investor  Indemnitees  for  all reasonable out-of-pocket expenses (including the
reasonable  fees  and  expenses  of  legal  counsel),  in  each case promptly as
incurred  by  the  Investor  Indemnitees  and to the extent arising out of or in
connection  with:

     (i)     any  material  misrepresentation, omission of fact or breach of any
of  the Company's representations or warranties contained in this Agreement, the
annexes,  schedules  or  exhibits  hereto  or  any  instrument,  agreement  or
certificate entered into or delivered by the Company pursuant to this Agreement;
or

     (ii)     any  failure by the Company to perform in any material respect any
of  its material covenants, agreements, undertakings or obligations set forth in
this  Agreement,  the  annexes, schedules or exhibits hereto or any instru-ment,
agreement  or  certificate  entered into or delivered by the Company pursuant to
this  Agreement;  or

     (iii)     any  action  instituted  against the Investors, or any of them or
their  respective  Affiliates,  by  any stockholder of the Company who is not an
Affiliate  of  an Investor, with respect to any of the transactions contemplated
by  this  Agreement.

     (b)     Each  Investor,  severally  and  not  jointly,  hereby  agrees  to
indemnify  and  hold  harmless  the Company, its Affiliates and their respective
officers,  directors,  partners  and  members  (collectively,  the  "Company
Indemnitees"), from and against any and all Damages, and agrees to reimburse the
Company  Indemnitees  for  all  reasonable out-of-pocket expenses (including the
reasonable  fees  and  expenses  of  legal  counsel),  in  each case promptly as
incurred  by  the  Company  Indemnitees  and  to the extent arising out of or in


                                       17
<PAGE>
connection with any misrepresentation, omission of fact, or breach of any of the
Investor's  representations  or  warranties  contained  in  this  Agreement, the
annexes,  schedules  or  exhibits  hereto  or  any  instrument,  agreement  or
certificate  entered  into  or  delivered  by  the  Investor  pursuant  to  this
Agreement.

Section  7.3.     Notice.  Promptly after receipt by either party hereto seeking
                  ------
indemnification  pursuant  to  Section  7.2  (an "Indemnified Party") of written
notice  of  any  investigation,  claim, proceeding or other action in respect of
which  indemnification  is being sought (each, a "Claim"), the Indemnified Party
promptly  shall  notify  the party from whom indemnification pursuant to Section
7.2  is being sought (the "Indemnifying Party") of the commencement thereof; but
the  omission  to so notify the Indemnifying Party shall not relieve it from any
liability  that  it  otherwise  may have to the Indemnified Party, except to the
extent  that  the  Indemnifying Party is actually prejudiced by such omission or
delay.  In connection with any Claim as to which both the Indemnifying Party and
the  Indemnified  Party are parties, the Indemnifying Party shall be entitled to
assume  the  defense  thereof.  Notwithstanding the assumption of the defense of
any  Claim by the Indemnifying Party, the Indemnified Party shall have the right
to  employ  separate  legal  counsel  and  to participate in the defense of such
Claim,  and the Indemnifying Party shall bear the reasonable fees, out-of-pocket
costs  and  expenses  of such separate legal counsel to the Indemnified Party if
(and  only  if):  (x) the Indemnifying Party shall have agreed to pay such fees,
out-of-pocket  costs  and  expenses,  (y) the Indemnified Party reasonably shall
have concluded that representation of the Indemnified Party and the Indemnifying
Party  by  the  same legal counsel would not be appropriate due to actual or, as
reasonably  determined  by  legal  counsel to the Indemnified Party, potentially
differing  interests  between such parties in the conduct of the defense of such
Claim, or if there may be legal defenses available to the Indemnified Party that
are  in addition to or disparate from those available to the Indemnifying Party,
or  (z)  the  Indemnifying  Party  shall  have  failed  to  employ legal counsel
reasonably  satisfactory  to the Indemnified Party within a reasonable period of
time  after  notice of the commencement of such Claim.  If the Indemnified Party
employs  separate  legal  counsel  in  circumstances  other than as described in
clauses  (x),  (y)  or  (z)  above,  the  fees, costs and expenses of such legal
counsel shall be borne exclusively by the Indemnified Party.  Except as provided
above,  the  Indemnifying  Party  shall not, in connection with any Claim in the
same  jurisdiction, be liable for the fees and expenses of more than one firm of
legal  counsel  for  the  Indemnified  Party  (together  with  appropriate local
counsel).  The  Indemnifying  Party shall not, without the prior written consent
of  the  Indemnified  Party  (which consent shall not unreasonably be withheld),
settle or compromise any Claim or consent to the entry of any judgment that does
not  include  an  unconditional  release  of  the  Indemnified  Party  from  all
liabilities  with  respect  to  such  Claim  or  judgment.

Section  7.4.     Direct Claims.  In the event one party hereunder should have a
                  -------------
claim for indemnification that does not involve a claim or demand being asserted
by  a  third  party, the Indemnified Party promptly shall deliver notice of such
claim  to  the Indemnifying Party.  If the Indemnified Party disputes the claim,
such  dispute shall be resolved by mutual agreement of the Indemnified Party and
the  Indemnifying  Party  or by binding arbitration conducted in accordance with
the procedures and rules of the American Arbitration Association as set forth in
Article  X.  Judgment  upon any award rendered by any arbitrators may be entered
in  any  court  having  competent  jurisdiction  thereof.


                                       18
<PAGE>
                                  ARTICLE VIII

                              DUE DILIGENCE REVIEW

Section  8.1.     Due  Diligence  Review.  Subject  to  Section 8.2, the Company
                  ----------------------
shall make available for inspection and review by the Investors, advisors to and
representatives  of  the  Investors  (who  may or may not be affiliated with the
Investors  and  who  are  reasonably acceptable to the Company), any underwriter
participating  in any disposition of the Registrable Securities on behalf of the
Investors  pursuant  to  the  Registration  Statement,  any  such  registration
statement  or  amendment  or supplement thereto or any blue sky, Nasdaq or other
filing, all proposed filings with the SEC, and all other corporate documents and
properties of the Company as may be reasonably necessary for the purpose of such
review,  and cause the Company's officers, directors and employees to supply all
such  information  reasonably  requested  by  the  Investors  or  any  such
representative,  advisor  or  underwriter  in  connection with such Registration
Statement (including, without limitation, in response to all questions and other
inquiries  reasonably  made or submitted by any of them), prior to and from time
to time after the filing and effectiveness of the Registration Statement for the
sole  purpose  of  enabling the Investors and such representatives, advisors and
underwriters  and  their respective accountants and attorneys to conduct initial
and  ongoing  due  diligence with respect to the Company and the accuracy of the
Registration  Statement subject to the Investor's entering into a non-disclosure
agreement  acceptable  to  the  Company  and  Subject  to  Section  8.2  hereof.

Section  8.2.     Non-Disclosure  of  Non-Public  Information.
                  -------------------------------------------

     (a)     From  and  after  the  filing  of  the  Registration Statement, the
Company  shall  not  disclose  material non-public information to the Investors,
advisors  to  or  representatives of the Investors unless prior to disclosure of
such  information  the  Company  identifies such information as being non-public
information  and  provides the Investors, such advisors and representatives with
the  opportunity  to  accept or refuse to accept such non-public information for
review.  Other  than  disclosure  of  any  comment letters received from the SEC
staff  with  respect  to  the  Registration  Statement,  the  Company  may, as a
condition  to  disclosing  any  non-public  information  hereunder,  require the
Investors'  advisors  and  representatives  to  enter  into  a  confidentiality
agreement  in  form  and  content reasonably satisfactory to the Company and the
Investors.

     (b)     The  Company  will promptly notify the advisors and representatives
of the Investors and, if any, underwriters, of any event or the existence of any
circumstance  of  which  it  becomes  aware,  constituting  material information
(whether  or  not  requested of the Company specifically or generally during the
course of due diligence by such persons or entities), which, if not disclosed in
the  prospectus  included  in  the  Registration  Statement,  would  cause  such
prospectus  to  include  a  material  misstatement  or  to  omit a material fact
required  to be stated therein in order to make the statements, therein in light
of  the  circumstances  in  which  they  were  made,  not  misleading.


                                       19
<PAGE>
                                   ARTICLE IX

                      LEGENDS; TRANSFER AGENT INSTRUCTIONS

Section  9.1.     Legends.  Unless  otherwise  provided  below, each certificate
                  -------
representing Registrable Securities will bear the following legend or equivalent
(the  "Legend"):

THE  SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
U.S.  SECURITIES  ACT  OF  1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER
APPLICABLE  SECURITIES  LAWS  AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION
FROM  THE  REGISTRATION  REQUIREMENTS  OF  THE  SECURITIES  ACT  AND  SUCH OTHER
SECURITIES LAWS.  NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY  BE  SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED
OF,  EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT  OR  PURSUANT  TO  A  TRANSACTION  THAT  IS  EXEMPT  FROM SUCH REGISTRATION.

Section  9.2.     Transfer  Agent Instructions.  Upon the execution and delivery
                  ----------------------------
hereof,  the  Company is issuing to the transfer agent for its Common Stock (and
to  any  substitute  or replacement transfer agent for its Common Stock upon the
Company's  appointment  of  any  such  substitute or replacement transfer agent)
instructions  substantially  in the form of Exhibit E hereto.  Such instructions
                                            ---------
shall  be  irrevocable by the Company from and after the date hereof or from and
after the issuance thereof to any such substitute or replacement transfer agent,
as  the  case  may  be.

Section  9.3.     No  Other  Legend  or  Stock Transfer Restrictions.  No legend
                  --------------------------------------------------
other  than  the one specified in Section 9.1 has been or shall be placed on the
share  certificates  representing the Registrable Securities and no instructions
or  "stop transfer orders," "stock transfer restrictions," or other restrictions
have been or shall be given to the Company's transfer agent with respect thereto
other  than  as  expressly  set  forth  in  this  Article  IX.

Section 9.4.     Investors' Compliance.  Nothing in this Article shall affect in
                 ---------------------
any  way  each  Investor's  obligations to comply with all applicable securities
laws  upon  resale  of  the  Common  Stock.

                                    ARTICLE X

                           CHOICE OF LAW; ARBITRATION

Section  10.1.     Governing  Law/Arbitration.  This Agreement shall be governed
                   --------------------------
by and construed in accordance with the laws of the State of New York applicable
to  contracts made in New York by persons domiciled in New York City and without
regard  to  its  principles  of  conflicts  of  laws.   Any  dispute  under this
Agreement  shall  be  submitted  to  arbitration  under the American Arbitration


                                       20
<PAGE>
Association  (the  "AAA")  in  New York City, New York, and shall be finally and
conclusively  determined by the decision of a board of arbitration consisting of
three  (3)  members  (hereinafter  referred  to  as  the "Board of Arbitration")
selected  according  to  the  rules governing the AAA.  The Board of Arbitration
shall  meet  on  consecutive business days in New York City, New York, and shall
reach  and  render  a  decision  in  writing  (concurred in by a majority of the
members  of  the Board of Arbitration) with respect to the amount, if any, which
the  losing  party  is  required to pay to the other party in respect of a claim
filed.  In  connection  with  rendering  its decisions, the Board of Arbitration
shall  adopt  and  follow the laws of the State of New York unless the matter at
issue  is  the corporation law of the company's state of incorporation, in which
event  the corporation law of such jurisdiction shall govern such issue.  To the
extent  practical,  decisions  of  the Board of Arbitration shall be rendered no
more  than  thirty (30) calendar days following commencement of proceedings with
respect  thereto.  The  Board of Arbitration shall cause its written decision to
be  delivered  to all parties involved in the dispute.  Any decision made by the
Board  of  Arbitration  (either  prior to or after the expiration of such thirty
(30)  calendar day period) shall be final, binding and conclusive on the parties
to  the  dispute, and entitled to be enforced to the fullest extent permitted by
law and entered in any court of competent jurisdiction. The Board of Arbitration
shall  be  authorized and is hereby directed to enter a default judgment against
any  party  failing  to  participate in any proceeding hereunder within the time
periods  set forth in the AAA rules. The non-prevailing party to any arbitration
(as  determined  by  the  Board  of  Arbitration)  shall pay the expenses of the
prevailing  party, including reasonable attorney's fees, in connection with such
arbitration.  Any  party  shall  be  entitled to obtain injunctive relief from a
court  in  any  case where such relief is available, and the prevailing party in
such  injunctive  action  shall be entitled to its reasonable attorneys' fees in
connection  therewith.

                                   ARTICLE XI

                                   ASSIGNMENT

Section  11.1.     Assignment.  Neither  this  Agreement  nor  any rights of the
                   ----------
Investors  or the Company hereunder may be assigned by either party to any other
person  unless  the  assigning  party obtains prior written consent of the other
party, which consent shall not be unreasonably withheld or delayed, and provided
that  1)  any  investor  assigned  shall  agree  to make the representations and
warranties  contained  in  Article  III, and 2) that any party so assigned shall
agree  to  be  bound  by  the  terms  of  this  Agreement.

                                   ARTICLE XII

                                     NOTICES

Section 12.1.     Notices.  All notices, demands, requests, consents, approvals,
                  -------
and  other  communications  required  or permitted hereunder shall be in writing
and,  unless  otherwise  specified  herein,  shall  be  (i) hand delivered, (ii)
deposited  in  the  mail,  registered  or  certified,  return receipt requested,
postage  prepaid,  (iii) delivered by reputable air courier service with charges
prepaid,  or  (iv)  transmitted by facsimile, addressed as set forth below or to
such  other  address as such party shall have specified most recently by written
notice.  Any  notice  or  other  communication required or permitted to be given


                                       21
<PAGE>
hereunder  shall  be  deemed  effective  (a)  upon  hand delivery or delivery by
facsimile,  with  accurate  confirmation generated by the transmitting facsimile
machine,  at  the address or number designated below (if delivered on a business
day  during  normal  business hours where such notice is to be received), or the
first  business  day  following  such  delivery  (if  delivered  other than on a
business  day  during normal business hours where such notice is to be received)
or  (b)  on  the  first  business day following the date of sending by reputable
courier  service,  fully  prepaid, addressed to such address, or (c) upon actual
receipt of such mailing, if mailed.  The addresses for such communications shall
be:

If  to  the  Company:                  770  The  City  Drive  South, Suite 770
                                       Orange,  CA  928689023
                                       Attn:  Charles  C.  Bream
                                       Telephone:  (714)  937-5500
                                       Facsimile:  (714)  917-2485


with a copy to (shall not constitute  Schumann  &  Associates
notice):
                                      Attention:  Thomas  J.  Rotert
                                      Telephone:  (714)  850-0210
                                      Facsimile:  (714)  850-0551


if  to  the  Investors:               As set forth on the signature pages hereto

with  a  copy  to:                    Robert  Charron,  Esq.
(shall not constitute notice)         Epstein  Becker  &  Green,  P.C.
                                      250  Park  Avenue
                                      New  York,  New  York
                                      Telephone:  (212)  351-4500
                                      Facsimile:  (212)  661-0989

Either party hereto may from time to time change its address or facsimile number
for  notices  under  this  Section 12.1 by giving written notice of such changed
address  or  facsimile  number  to  the  other  party hereto as provided in this
Section  12.1.
                                  ARTICLE XIII

                                  MISCELLANEOUS

Section  13.1.     Counterparts/  Facsimile/  Amendments.  This Agreement may be
                   -------------------------------------
executed  in  multiple  counterparts, each of which may be executed by less than
all  of the parties and shall be deemed to be an original instrument which shall
be  enforceable against the parties actually executing such counterparts and all
of  which  together  shall  constitute  one  and the same instrument.  Except as


                                       22
<PAGE>
otherwise  stated  herein,  in  lieu  of  the  original  documents,  a facsimile
transmission  or  copy  of  the  original  documents  shall  be as effective and
enforceable  as  the  original.  This Agreement may be amended only by a writing
executed  by  all  parties.

Section  13.2.     Entire Agreement.  This Agreement, the agreements attached as
                   ----------------
Exhibits  hereto,  which  include,  but  are  not  limited  to  the  Convertible
Debentures,  and  Warrants  the  Escrow  Agreement,  and the Registration Rights
Agreement,  set  forth  the  entire  agreement  and understanding of the parties
relating  to  the  subject  matter  hereof  and  supersedes  all  prior  and
contemporaneous agreements, negotiations and understandings between the parties,
both  oral  and  written  relating  to the subject matter hereof.  The terms and
conditions  of  all  Exhibits  to this Agreement are incorporated herein by this
reference  and  shall  constitute  part  of this Agreement as is fully set forth
herein.

Section  13.3.     Severability.  In  the  event  that  any  provision  of  this
                   ------------
Agreement  becomes  or  is  declared  by a court of competent jurisdiction to be
illegal,  unenforceable or void, this Agreement shall continue in full force and
effect  without  said  provision;  provided  that  such  severability  shall  be
ineffective  if  it materially changes the economic benefit of this Agreement to
any  party.

Section  13.4.     Headings.  The  headings  used in this Agreement are used for
                   --------
convenience only and are not to be considered in construing or interpreting this
Agreement.

Section 13.5.     Number and Gender.  There may be one or more Investors parties
                  -----------------
to  this  Agreement,  which  Investors  may be natural persons or entities.  All
references to plural Investors shall apply equally to a single Investor if there
is  only  one  Investor,  and  all references to an Investor as "it" shall apply
equally  to  a  natural  person.

Section  13.6.     Reporting  Entity for the Common Stock.  The reporting entity
                   --------------------------------------
relied  upon for the determination of the trading price or trading volume of the
Common  Stock  on any given Trading Day for the purposes of this Agreement shall
be  Bloomberg,  L.P. or any successor thereto. The written mutual consent of the
Investors  and  the  Company  shall  be  required  to employ any other reporting
entity.

Section  13.7.     Replacement  of  Certificates.  Upon  (i) receipt of evidence
                   -----------------------------
reasonably  satisfactory  to  the  Company  of  the  loss, theft, destruction or
mutilation  of  a  certificate  representing  the  Convertible Debentures or any
Conversion  Shares  and  Warrant  Shares  and (ii) in the case of any such loss,
theft  or  destruction  of  such  certificate,  upon  delivery  of  an indemnity
agreement  or  security reasonably satisfactory in form to the Company or as may
be  required  by  the  Company's Transfer Agent or (iii) in the case of any such
mutilation,  on  surrender  and cancellation of such certificate, the Company at
its expense will execute and deliver, in lieu thereof, a new certificate of like
tenor.

Section  13.8.     Fees  and  Expenses.  Each  of  the Company and the Investors
                   -------------------
agrees  to  pay  its own expenses incident to the performance of its obligations
hereunder,  except  that  the  Company  shall  pay  the  fees,  expenses  and
disbursements  of  Epstein Becker & Green, P.C., counsel to the Investors, in an
amount  equal  to  $7,000,  all  as  set  forth  in  the  Escrow  Agreement.

Section  13.9.     Brokerage.  Each of the parties hereto represents that it has
                   ---------
had  no  dealings  in connection with this transaction with any finder or broker
who will demand payment of any fee or commission from the other party except for


                                       23
<PAGE>
Triton  West Group, Inc., whose fee shall be paid by the Company. The Company on
the one hand, and the Investors, on the other hand, agree to indemnify the other
against  and  hold the other harmless from any and all liabilities to any person
claiming brokerage commissions or finder's fees on account of services purported
to  have  been  rendered  on behalf of the indemnifying party in connection with
this  Agreement  or  the  transactions  contemplated  hereby.

Section  13.10.     Publicity.  The  Company  agrees  that it will not issue any
                    ---------
press  release  or  other public announcement, except as required by law, of the
transactions  contemplated  by  this  Agreement without the prior consent of the
Investors, which shall not be unreasonably withheld nor delayed by more than two
(2)  Trading Days from their receipt of such proposed release.  No release shall
name  the  Investors  without  their  express  consent.


                                       24
<PAGE>
     IN  WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement
to  be executed by the undersigned, thereunto duly authorized, as this __ day of
June,  2000.

                                          WORLDWIDE  WIRELESS  NETWORKS,  INC.

                                          By:___________________________________
                                               Jack Tortorice, Chairman & CEO

                                          INVESTORS:

Address:  c/o  Utra  Finance
          Grossmunster  Platz  26        AMRO  INTERNATIONAL,  S.A.
          Zurich  CH  8022
          Switzerland
                                         By:____________________________________
Fax:     011-411-262-5515                    H.U.  Bachofen,  Director

         Total  Purchase  Price:
         $400,000
         Common  Stock  Certificates:
         No. 12192 representing 88,068
         shares of Common Stock with
         A  value  of  $300,000



Trinity Capital Advisors, Inc.           TRINITY  CAPITAL  ADVISORS,  INC.
211  Sutter  St.  2nd  Fl.
San  Francisco,  CA  94108

Total  Purchase  Price:
$100,000                                 By:__________________________________
Common  Stock  Certificates:                 Gene  Jung,  Managing  Director
No.  12191  representing  56,819
Shares  of  Common  Stock
with  a  value  of  $200,000


                                       25
<PAGE>