REGISTRATION RIGHTS AGREEMENT

          THIS REGISTRATION RIGHTS AGREEMENT, dated as of June 30, 2000, between
the  investor or investors signatory hereto (each an "Investor" and together the
"Investors"),  and  Worldwide Wireless Networks, Inc., a Nevada corporation (the
"Company").

          WHEREAS,  simultaneously  with  the  execution  and  delivery  of this
Agreement,  the  Investors  are  purchasing  from  the  Company,  pursuant  to a
Convertible  Debentures  and  Warrants  Purchase Agreement dated the date hereof
(the  "Purchase  Agreement"),  $1,000,000  principal  amount  of  7% Convertible
Debentures  and  Warrants  to  purchase  shares  of  the  Company's Common Stock
(capitalized  terms  not defined herein shall have the meanings ascribed to them
in  the  Purchase  Agreement);  and

          WHEREAS,  the  Company  desires  to  grant  to  the  Investors  the
registration  rights  set  forth herein with respect to the Conversion Shares of
Common  Stock  issuable  upon  conversion of or as interest upon the Convertible
Debentures  and  shares  of  Common Stock issuable upon exercise of the Warrants
purchased  pursuant  to  the  Purchase Agreement (hereinafter referred to as the
"Stock"  or  "Securities"  of  the  Company).

          NOW,  THEREFORE,  the  parties  hereto  mutually  agree  as  follows:

          Section  1.  Registrable  Securities.  As  used  herein  the  term
                       -----------------------
"Registrable Security" means the Securities until (i) the Registration Statement
has  been  declared  effective  by  the Commission, and all Securities have been
disposed  of  pursuant  to  the Registration Statement, (ii) all Securities 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 Securities have been otherwise transferred to
holders  who  may trade such Securities 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 Securities 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. The term "Registrable
Securities"  means any and/or all of the securities falling within the foregoing
definition  of  a  "Registrable  Security."  In  the  event  of  any  merger,
reorganization,  consolidation,  recapitalization  or  other change in corporate
structure affecting the Common Stock, such adjustment shall be deemed to be made
in  the  definition  of  "Registrable  Security"  as  is appropriate in order to
prevent  any  dilution  or  enlargement  of  the rights granted pursuant to this
Agreement.

          Section  2.  Restrictions on Transfer.  Each Investor acknowledges and
                       ------------------------
understands that prior to the registration of the Securities as provided herein,
the  Securities  are  "restricted securities" as defined in Rule 144 promulgated
under the Act.  Each Investor understands that no disposition or transfer of the
Securities  may  be made by Investor in the absence of (i) an opinion of counsel
to  the  Investor, in form and substance reasonably satisfactory to the Company,
that  such transfer may be made without registration under the Securities Act or
(ii)  such  registration.


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<PAGE>
               With  a view to making available to the Investors the benefits of
Rule 144 under the Securities Act or any other similar rule or regulation of the
Commission  that  may at any time permit the Investors to sell securities of the
Company  to the public without registration ("Rule 144"), the Company agrees to:

               (a)  comply  with the provisions of paragraph (c)(1) of Rule 144;

               (b)  file  with the Commission in a timely manner all reports and
other  documents required to be filed with the Commission pursuant to Section 13
or 15(d) under the Exchange Act by companies subject to either of such sections,
irrespective  of  whether  the  Company  is  then  subject  to  such  reporting
requirements;  and

               (c)  Upon  request  by  the  Transfer  Agent,  the  Company shall
provide  the  Transfer  Agent  an  opinion  of  counsel,  which opinion shall be
reasonably acceptable to the Transfer Agent, that the Investor has complied with
the  applicable conditions of Rule 144 ( or any similar provision then in force)
under  the  Securities  Act.

          Section  3.  Registration  Rights  With  Respect  to  the  Securities.
                       --------------------------------------------------------

               (a)     The Company agrees that it will prepare and file with the
Securities  and  Exchange Commission ("Commission"), within twenty (20) calendar
days  after  the  Closing  Date  a registration statement (on Form S-3, or other
appropriate  registration  statement  form)  under  the  Securities  Act  (the
"Registration  Statement"),  at  the  sole  expense  of  the  Company (except as
provided in Section 3(c) hereof), in respect of the Investors, so as to permit a
public  offering  and resale of the Securities under the Act by the Investors as
selling  stockholders and not as underwriters.  Further, the Company agrees that
it will provide the Investors a draft of the Registration Statement on the first
date  that  said  draft  is  reasonably  available.

               The  Company  shall  cause  such Registration Statement to become
effective within sixty (60) calendar days from the Closing Date, or, if earlier,
within  five  (5) days of SEC clearance to request acceleration of effectiveness
(if  the  SEC conducts a "full review" of the Registration Statement such period
shall be extended another 30 calendar days).  The number of shares designated in
the Registration Statement to be registered shall include all the Warrant Shares
and  at  least  200% of the shares which would be required to be issued upon the
conversion  of the Convertible Debentures at the Conversion Price on the date of
the  filing  of  the  Registration  Statement  and  such number of shares as the
Company  deems  prudent  for  the  purpose  of issuing shares of Common Stock as
interest  on  the Convertible Debentures, and shall include appropriate language
regarding reliance upon Rule 416 to the extent permitted by the Commission.  The
Company  will  notify  the  Investors  of  the effectiveness of the Registration
Statement within one Trading Day of such event.  In the event that the number of
shares  so  registered  shall prove to be insufficient to register the resale of
all  of  the  Securities,  then  the  Company shall be obligated to file, within
fifteen (15) days after the day on which the number of Securities registered for
public  offering  and resale by the Investors is less than 125% of the number of


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<PAGE>
Securities  (calculated  at  the  Conversion  Price  on  such  date) held by the
Investors  on  such  date,  a  further  Registration  Statement registering such
remaining  shares  and  shall  use  diligent  best  efforts  to  prosecute  such
additional Registration Statement to effectiveness within sixty (60) days of the
date of such notice.  Additionally, in the event the number of shares registered
initially  shall  prove  to be insufficient to register the resale of all of the
Securities until such further registration, then the shares registered initially
shall  apply pro-rata among all of the Investors.  However, if Investors fail to
provide to the Company any information reasonably required for said Registration
Statement  within  five  (5)  Trading Days of the request, the time requirements
hereunder shall be extended by such number of days beyond such date during which
the Investors have failed to deliver such information and any liquidated damages
due  hereunder  shall  be  reduced  by  such  number  of  days.

               (b)     The  Company  will maintain the Registration Statement or
post-effective  amendment  filed  under  this  Section  3  effective  under  the
Securities  Act  until  the  earlier of (i) the date that none of the Securities
covered by such Registration Statement are or may become issued and outstanding,
(ii)  the  date  that  all  of  the  Securities  have been sold pursuant to such
Registration  Statement,  (iii)  the  date  the  Investors receive an opinion of
counsel  to  the  Company,  which  counsel shall be reasonably acceptable to the
Investors,  that  the  Securities  may  be sold under the provisions of Rule 144
without  limitation  as  to  volume,  (iv)  all  Securities  have been otherwise
transferred  to  persons 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, (v)
all  Securities  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 in the opinion of counsel to the Company, which counsel shall be
reasonably  acceptable  to  the  Investor  (the "Effectiveness Period"), or (vi)
three  (3)  years  from  the  Effective  Date.

               (c)     All  fees,  disbursements  and out-of-pocket expenses and
costs  incurred  by the Company in connection with the preparation and filing of
the  Registration  Statement  under  subparagraph  3(a)  and  in  complying with
applicable  securities  and  Blue  Sky  laws (including, without limitation, all
attorneys'  fees  of  the Company) shall be borne by the Company.  The Investors
shall  bear  the  cost  of  underwriting  and/or  brokerage  discounts, fees and
commissions,  if any, applicable to the Securities being registered and the fees
and  expenses  of  their  counsel.  The Investors and their counsel shall have a
reasonable  period,  not to exceed five (5) Trading Days, to review the proposed
Registration  Statement  or  any  amendment  thereto,  prior  to filing with the
Commission,  and  the  Company  shall  provide  each Investor with copies of any
comment letters received from the Commission with respect thereto within two (2)
Trading  Days  of  receipt  thereof.  The  Company shall use its best efforts to
qualify any of the securities for sale in such states as any Investor reasonably
designates and shall furnish indemnification in the manner provided in Section 6
hereof.  However,  the  Company  shall  not  be required to qualify in any state
which will require an escrow or other restriction relating to the Company and/or
the sellers, or which will require the Company to qualify to do business in such
state  or  require the Company to file therein any general consent to service of
process.  The  Company  at  its expense will supply the Investors with copies of
the  applicable  Registration  Statement and the prospectus included therein and
other related documents in such quantities as may be reasonably requested by the
Investors.


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<PAGE>
               (d)     The  Company  shall  not be required by this Section 3 to
include an Investor's Registrable Securities in any Registration Statement which
is  to  be  filed  if,  in  the opinion of counsel for both the Investor and the
Company  (or,  should  they  not  agree,  in  the  opinion  of  another  counsel
experienced in securities law matters acceptable to counsel for the Investor and
the  Company)  the  proposed  offering  or  other  transfer  as  to  which  such
registration is requested is exempt from applicable federal and state securities
laws  and  would  result  in  all purchasers or transferees obtaining securities
which  are  not  "restricted  securities",  as  defined  in  Rule  144 under the
Securities  Act.

               (e)     In  the  event  that (i) the Registration Statement to be
filed  by  the  Company  pursuant  to  Section  3(a) above is not filed with the
Commission  within  twenty  (20)  business days from the Closing Date, (ii) such
Registration  Statement is not declared effective by the Commission within sixty
(60)  calendar days from the Closing Date (or 90 calendar days in the event of a
"full  review")  or  five  (5)  days  of  clearance by the Commission to request
effectiveness,  (iii) such Registration Statement is not maintained as effective
by  the  Company  for  the  period  set  forth in Section 3(b) above or (iv) the
additional  Registration  Statement  referred  to  in  Section 3(a) is not filed
within  fifteen  (15)  days  or declared effective within sixty (60) days as set
forth therein (each a "Registration Default") then the Company will pay Investor
(pro  rated  on  a  monthly basis) in cash or, at the option of the Investor, in
shares of Common Stock at the Conversion Price (as defined in the Certificate of
Designations)  on  the  Trading  Day prior to the date of payment, as liquidated
damages  for such failure and not as a penalty two percent (2%) of the aggregate
market value of shares of Common Stock purchased from the Company (including the
Conversion  Shares  which  would  be issuable upon conversion of the Convertible
Debentures  on  any  date  of  determination, and whether or not the Convertible
Preferred  Shares  are then Convertible pursuant to their terms) and held by the
Investor  for  each  month thereafter until such Registration Statement has been
filed,  and in the event of late effectiveness (in case of clause (ii) above) or
lapsed  effectiveness  (in  the case of clause (iii) above), two percent (2%) of
the  aggregate market value of shares of Common Stock purchased from the Company
and  held  by  the  Investor  (including  the  Conversion  Shares which would be
issuable  upon  conversion  of  the  Convertible  Debentures  on  any  date  of
determination,  and  whether  or  not  the  Convertible  Debentures  are  then
convertible  pursuant  to  their terms) for each month thereafter (regardless of
whether one or more such Registration Defaults are then in existence) until such
Registration  Statement  has  been declared effective. Further, in the event the
Company  fails  to  file  the Registration Statement within twenty business days
from  the Closing, each investor, in its sole discretion, may elect to deem such
failure  as  an  Event  of  Default as pursuant to the Convertible Debenture and
consider  such  Convertible Debenture immediately due and payable.  Such payment
of  the  liquidated  damages shall be made to the Investors in cash, within five
(5)  calendar  days  of  demand,  provided,  however,  that  the payment of such
liquidated  damages  shall  not  relieve  the  Company  from  its obligations to
register the Securities pursuant to this Section. The market value of the Common
Stock  for  this  purpose  shall  be  the  closing  price  (or last trade, if so
reported) on the Principal Market for each day during such Registration Default.
Notwithstanding anything to the contrary contained herein, a failure to maintain
the  effectiveness  of  an  filed  Registration  Statement  or the ability of an
Investor  to use an otherwise effective Registration Statement to effect resales
of  Securities  during  the  period after forty-five (45) days and within ninety
(90)  days  from  the end of the Company's fiscal year resulting solely from the
need  to  update the Company's financial statements contained or incorporated by
reference  in  such  Registration  Statement shall not constitute a Registration
Default  and  shall  not  trigger  the  accrual of liquidated damages hereunder.


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<PAGE>
               If the Company does not remit the payment to the Investors as set
forth  above, the Company will pay the Investors reasonable costs of collection,
including  attorneys'  fees,  in  addition  to  the  liquidated  damages.  The
registration  of  the  Securities pursuant to this provision shall not affect or
limit  the  Investors'  other rights or remedies as set forth in this Agreement.

               (f)     No  provision contained herein shall preclude the Company
from  selling  securities  pursuant to any Registration Statement in which it is
required  to  include  Securities  pursuant  to  this  Section  3.

               (g)     If  at  any time or from time to time after the effective
date  of  any  Registration  Statement,  the  Company  notifies the Investors in
writing  of  the  existence of a Potential Material Event (as defined in Section
3(h)  below),  the Investors shall not offer or sell any Securities or engage in
any  other transaction involving or relating to Securities, from the time of the
giving  of notice with respect to a Potential Material Event until the Investors
receive  written  notice  from  the  Company  that such Potential Material Event
either  has  been  disclosed  to the public or no longer constitutes a Potential
Material Event; provided, however, that the Company may not so suspend the right
to  such  holders  of Securities for more than twenty (20) days in the aggregate
during  any twelve month period, during the period the Registration Statement is
required  to be in effect, and if such period is exceeded, such event shall be a
Registration  Default  and subject to liquidated damages as set forth in Section
3(e)  hereof.  If  a  Potential  Material  Event shall occur prior to the date a
Registration Statement is required to be filed, then the Company's obligation to
file  such  Registration Statement shall be delayed without penalty for not more
than  twenty  (20)  days,  and  such  delay  or  delays  shall  not constitute a
Registration  Default.  Such  twenty (20) day period shall not be in addition to
                                                           ---
the  twenty (20) day period allowed during the period the Registration Statement
is  required  to  be in effect.  The Company must, if lawful, give the Investors
notice  in  writing  at least two (2) Trading Days prior to the first day of the
blackout  period.

               (h)     "Potential  Material  Event"  means any of the following:
(a)  the  possession  by  the  Company  of  material  information  not  ripe for
disclosure in a registration statement, as determined in good faith by the Chief
Executive  Officer  or  the Board of Directors of the Company that disclosure of
such  information  in  a  Registration  Statement  would  be  detrimental to the
business  and affairs of the Company; or (b) any material engagement or activity
by  the  Company  which  would,  in  the  good  faith determination of the Chief
Executive  Officer  or  the  Board  of  Directors  of  the Company, be adversely
affected  by  disclosure  in  a  registration  statement  at  such  time,  which
determination  shall  be  accompanied by a good faith determination by the Chief
Executive  Officer  or the Board of Directors of the Company that the applicable
Registration  Statement  would  be materially misleading absent the inclusion of
such  information.


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<PAGE>
          Section  4.  Cooperation  with  Company.  The Investors will cooperate
                       --------------------------
with  the  Company  in all respects in connection with this Agreement, including
timely  supplying  all  information  reasonably  requested by the Company (which
shall  include  all  information  regarding the Investors and proposed manner of
sale  of the Registrable Securities required to be disclosed in any Registration
Statement)  and  executing  and  returning all documents reasonably requested in
connection  with  the  registration  and  sale of the Registrable Securities and
entering into and performing their obligations under any underwriting agreement,
if  the  offering is an underwritten offering, in usual and customary form, with
the managing underwriter or underwriters of such underwritten offering.  Nothing
in  this  Agreement  shall  obligate  any  Investor to consent to be named as an
underwriter  in  any  Registration  Statement.  The obligation of the Company to
register  the  Registrable  Securities shall be absolute and unconditional as to
those  Securities  which  the  Commission  will  permit to be registered without
naming  the  Investors  as  underwriters.  Any  delay  or  delays  caused by the
Investors  by  failure to cooperate as required hereunder shall not constitute a
Registration  Default.

          Section  5.  Registration  Procedures.     If and whenever the Company
                       ------------------------
is  required  by  any  of  the  provisions  of  this  Agreement  to  effect  the
registration  of  any  of  the Registrable Securities under the Act, the Company
shall  (except  as  otherwise  provided  in this Agreement), as expeditiously as
possible,  subject  to  the  Investors' assistance and cooperation as reasonably
required  with  respect  to  each  Registration  Statement:

               (a)(i)     prepare  and  file with the Commission such amendments
and  supplements  to  the  Registration  Statement  and  the  prospectus used in
connection  therewith  as  may  be necessary to keep such Registration Statement
effective  and to comply with the provisions of the Act with respect to the sale
or  other disposition of all Registrable Securities covered by such registration
statement  whenever  the  Investors shall desire to sell or otherwise dispose of
the  same  (including  prospectus  supplements  with  respect  to  the  sales of
Registrable  Securities  from  time  to  time  in connection with a registration
statement  pursuant  to  Rule  415  promulgated under the Act) and (ii) take all
lawful action such that each of (A) the Registration Statement and any amendment
thereto  does  not,  when it becomes effective, contain an 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 and (B) the prospectus forming part of the
Registration Statement, and any amendment or supplement thereto, does not at any
time  during  the  Registration Period include an 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;

               (b)(i)     prior  to  the  filing  with  the  Commission  of  any
Registration  Statement  (including any amendments thereto) and the distribution
or delivery of any prospectus (including any supplements thereto), provide draft
copies  thereof to the Investors as required by Section 3(c) and reflect in such
documents  all such comments as the Investors (and their counsel) reasonably may
propose  respecting  the  Selling Shareholders and Plan of Distribution sections
(or  equivalents)  and (ii) furnish to each Investor such numbers of copies of a
prospectus  including a preliminary prospectus or any amendment or supplement to
any  prospectus,  as applicable, in conformity with the requirements of the Act,
and  such  other  documents, as such Investor may reasonably request in order to
facilitate  the  public  sale or other disposition of the Registrable Securities
owned  by  such  Investor;


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<PAGE>
               (c)     register  and  qualify the Registrable Securities covered
by  the  Registration  Statement under such other securities or blue sky laws of
such  jurisdictions  as  the  Investors shall reasonably request (subject to the
limitations  set forth in Section 3(d) above), and do any and all other acts and
things which may be necessary or advisable to enable each Investor to consummate
the  public  sale  or  other disposition in such jurisdiction of the Registrable
Securities  owned  by  such  Investor;

               (d)     list such Registrable Securities on the Principal Market,
if  the listing of such Registrable Securities is then permitted under the rules
of  such  Principal  Market;

               (e)     notify  each  Investor  at  any  time  when  a prospectus
relating  thereto  covered  by  the  Registration  Statement  is  required to be
delivered under the Act, of the happening of any event of which it has knowledge
as  a  result of which the prospectus included in the Registration Statement, as
then  in  effect,  includes  an  untrue statement of a material fact or omits to
state  a  material  fact  required to be stated therein or necessary to make the
statements  therein  not  misleading  in  the  light  of  the circumstances then
existing,  subject  to  Section  3(g),  and the Company shall prepare and file a
curative  amendment  under  Section 5(a) as quickly as commercially possible and
during  such  period,  the  Investors  shall  not  make any sales of Registrable
Securities  pursuant  to  the  Registration  Statement;

               (f)     as  promptly  as practicable after becoming aware of such
event,  notify each Investor who holds Registrable Securities being sold (or, in
the  event  of  an  underwritten  offering,  the  managing  underwriters) of the
issuance  by  the  Commission  of  any  stop  order  or  other suspension of the
effectiveness  of  the  Registration Statement at the earliest possible time and
take  all  lawful  action to effect the withdrawal, recession or removal of such
stop  order  or  other  suspension;

               (g)     cooperate  with  the  Investors  to facilitate the timely
preparation  and  delivery  of certificates for the Registrable Securities to be
offered  pursuant to the Registration Statement and enable such certificates for
the  Registrable  Securities to be in such denominations or amounts, as the case
may  be, as the Investors reasonably may request and registered in such names as
the  Investors  may  request;  and,  within  three  (3)  Trading  Days  after  a
Registration  Statement  which  includes  Registrable  Securities  is  declared
effective  by  the  Commission,  deliver and cause legal counsel selected by the
Company  to  deliver  to the transfer agent for the Registrable Securities (with
copies  to  the  Investors)  an  appropriate  instruction  and,  to  the  extent
necessary,  an  opinion  of  such  counsel;

               (h)     take  all  such other lawful actions reasonably necessary
to expedite and facilitate the disposition by the Investors of their Registrable
Securities  in  accordance  with  the  intended methods therefor provided in the
prospectus  which  are customary for issuers to perform under the circumstances;


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<PAGE>
               (i)     in  the  event  of  an  underwritten  offering,  promptly
include or incorporate in a prospectus supplement or post-effective amendment to
the  Registration  Statement  such  information as the managers reasonably agree
should  be  included therein and to which the Company does not reasonably object
and  make  all  required filings of such prospectus supplement or post-effective
amendment  as  soon  as  practicable  after  it is notified of the matters to be
included  or  incorporated  in  such  Prospectus  supplement  or  post-effective
amendment;  and

               (j)     maintain  a  transfer  agent and registrar for its Common
Stock.

          Section  6.  Indemnification.
                       ---------------

               (a)     To  the  maximum  extent  permitted  by  law, the Company
agrees to indemnify and hold harmless the Investors and each person, if any, who
controls  an  Investor  within  the  meaning  of  the  Securities  Act  (each  a
"Distributing  Investor")  against  any  losses, claims, damages or liabilities,
joint  or several (which shall, for all purposes of this Agreement, include, but
not  be  limited  to,  all reasonable costs of defense and investigation and all
reasonable attorneys' fees and expenses), to which the Distributing Investor may
become  subject,  under the Securities Act or otherwise, insofar as such losses,
claims,  damages  or liabilities (or actions in respect thereof) arise out of or
are  based upon any untrue statement or alleged untrue statement of any material
fact contained in any Registration Statement, or any related final prospectus or
amendment  or supplement thereto, or arise out of or are based upon the omission
or  alleged  omission  to  state  therein  a material fact required to be stated
therein  or  necessary  to make the statements therein not misleading; provided,
however, that the Company will not be liable in any such case to the extent, and
only to the extent, that any such loss, claim, damage or liability arises out of
or  is based upon an untrue statement or alleged untrue statement or omission or
alleged  omission  made in such Registration  Statement, preliminary prospectus,
final  prospectus  or  amendment  or supplement thereto in reliance upon, and in
conformity  with,  written  information  furnished  to  the  Company  by  the
Distributing  Investor, its counsel, affiliates or any underwriter, specifically
for use in the preparation thereof or (ii) by such Investor's failure to deliver
to  the purchaser a copy of the most recent prospectus (including any amendments
or  supplements  thereto.  This  indemnity  agreement will be in addition to any
liability,  which  the  Company  may  otherwise  have.

               (b)     To the maximum extent permitted by law, each Distributing
Investor  agrees  that it will indemnify and hold harmless the Company, and each
officer  and director of the Company or person, if any, who controls the Company
within the meaning of the Securities Act, against any losses, claims, damages or
liabilities  (which  shall, for all purposes of this Agreement, include, but not
be  limited  to,  all  reasonable  costs  of  defense  and investigation and all
reasonable  attorneys'  fees  and  expenses)  to  which  the Company or any such
officer,  director or controlling person may become subject under the Securities
Act  or  otherwise,  insofar  as such losses, claims, damages or liabilities (or
actions  in respect thereof) arise out of or are based upon any untrue statement
or  alleged  untrue statement of any material fact contained in any Registration
Statement,  or  any related final prospectus or amendment or supplement thereto,
or  arise out of or are based upon the omission or the alleged omission to state


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<PAGE>
therein  a  material fact required to be stated therein or necessary to make the
statements therein not misleading, but in each case only to the extent that such
untrue statement or alleged untrue statement or omission or alleged omission was
made in such Registration Statement, final prospectus or amendment or supplement
thereto  in reliance upon, and in conformity with, written information furnished
to  the  Company  by  such Distributing Investor, its counsel, affiliates or any
underwriter,  specifically  for  use  in the preparation thereof. This indemnity
agreement  will be in addition to any liability, which the Distributing Investor
may  otherwise  have.  Notwithstanding  anything  to  the  contrary  herein, the
Distributing  Investor  shall  be  liable  under this Section 6(b) for only that
amount  as  does  not exceed the net proceeds to such Distributing Investor as a
result  of  the  sale  of  Registrable  Securities  pursuant to the Registration
Statement.

               (c)     Promptly after receipt by an indemnified party under this
Section  6  of notice of the commencement of any action against such indemnified
party,  such indemnified party will, if a claim in respect thereof is to be made
against  the  indemnifying  party  under this Section 6, notify the indemnifying
party  in writing of the commencement thereof; but the omission so to notify the
indemnifying  party  will  not relieve the indemnifying party from any liability
which  it may have to any indemnified party except to the extent  the failure of
the  indemnified  party to provide such written notification actually prejudices
the  ability  of the indemnifying party to defend such action.  In case any such
action  is  brought  against  any  indemnified  party,  and  it  notifies  the
indemnifying  party  of the commencement thereof, the indemnifying party will be
entitled  to  participate  in, and, to the extent that it may wish, jointly with
any  other  indemnifying  party  similarly notified, assume the defense thereof,
subject  to  the provisions herein stated and after notice from the indemnifying
party  to  such  indemnified  party  of  its  election  so to assume the defense
thereof,  the  indemnifying  party  will not be liable to such indemnified party
under  this  Section  6 for any legal or other expenses subsequently incurred by
such  indemnified  party  in  connection  with  the  defense  thereof other than
reasonable  costs  of  investigation,  unless  the  indemnifying party shall not
pursue  the  action to its final conclusion.  The indemnified parties as a group
shall  have  the  right to employ one separate counsel in any such action and to
participate  in  the  defense thereof, but the fees and expenses of such counsel
shall  not be at the expense of the indemnifying party if the indemnifying party
has  assumed  the  defense of the action with counsel reasonably satisfactory to
the  indemnified  party  unless  (i)  the  employment  of  such counsel has been
specifically  authorized in writing by the indemnifying party, or (ii) the named
parties  to  any  such action (including any impleaded parties) include both the
indemnified  party  and  the  indemnifying party and the indemnified party shall
have  been  advised  by its counsel that there may be one or more legal defenses
available to the indemnifying party different from or in conflict with any legal
defenses  which  may  be  available  to  the  indemnified  party  or  any  other
indemnified party (in which case the indemnifying party shall not have the right
to  assume  the  defense  of such action on behalf of such indemnified party, it
being understood, however, that the indemnifying party shall, in connection with
any  one such action or separate but substantially similar or related actions in
the  same  jurisdiction  arising  out  of  the  same  general  allegations  or
circumstances,  be  liable  only  for  the  reasonable  fees and expenses of one
separate  firm  of  attorneys  for  the  indemnified  party, which firm shall be
designated  in  writing  by the indemnified party).  No settlement of any action
against  an indemnified party shall be made without the prior written consent of
the  indemnified party, which consent shall not be unreasonably withheld so long
as  such  settlement  includes  a full release of claims against the indemnified
party.


                                        9
<PAGE>
          All  fees  and expenses of the indemnified party (including reasonable
costs  of  defense  and  investigation  in  a  manner not inconsistent with this
Section  and  all  reasonable attorneys' fees and expenses) shall be paid to the
indemnified  party,  as incurred, within ten (10) Trading Days of written notice
thereof  to  the  indemnifying  party  (regardless  of  whether it is ultimately
determined  that  an  indemnified  party  is  not  entitled  to  indemnification
hereunder;  provided,  that  the indemnifying party may require such indemnified
party  to  undertake to reimburse all such fees and expenses to the extent it is
finally  judicially  determined  that  such indemnified party is not entitled to
indemnification  hereunder).

          Section  7.  Contribution.  In order to provide for just and equitable
                       ------------
contribution  under  the Securities Act in any case in which (i) the indemnified
party  makes  a  claim  for  indemnification pursuant to Section 6 hereof but is
judicially  determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of Section 6 hereof provide
for  indemnification in such case, or (ii) contribution under the Securities Act
may  be  required on the part of any indemnified party, then the Company and the
applicable  Distributing  Investor  shall  contribute  to  the aggregate losses,
claims,  damages  or  liabilities to which they may be subject (which shall, for
all  purposes  of this Agreement, include, but not be limited to, all reasonable
costs  of  defense  and  investigation  and  all  reasonable attorneys' fees and
expenses),  in either such case (after contribution from others) on the basis of
relative  fault  as  well  as  any other relevant equitable considerations.  The
relative  fault shall be determined by reference to, among other things, whether
the  untrue  or  alleged  untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company  on  the  one  hand or the applicable Distributing Investor on the other
hand,  and  the  parties'  relative intent, knowledge, access to information and
opportunity  to correct or prevent such statement or omission.   The Company and
the  Distributing  Investor  agree  that  it  would not be just and equitable if
contribution  pursuant  to this Section 7 were determined by pro rata allocation
or  by  any  other  method  of  allocation  which  does  not take account of the
equitable  considerations  referred  to  in  this Section 7.  The amount paid or
payable  by  an  indemnified party as a result of the losses, claims, damages or
liabilities  (or actions in respect thereof) referred to above in this Section 7
shall  be  deemed  to include any legal or other expenses reasonably incurred by
such  indemnified  party  in connection with investigating or defending any such
action  or  claim.  No person guilty of fraudulent misrepresentation (within the
meaning  of  Section  11(f)  of  the  Securities  Act)  shall  be  entitled  to
contribution  from  any  person  who  was  not  guilty  of  such  fraudulent
misrepresentation.

Notwithstanding any other provision of this Section 7, in no event shall any (i)
Investor  be  required to undertake liability to any person under this Section 7
for  any amounts in excess of the dollar amount of the proceeds received by such
Investor  from  the  sale  of  such  Investor's  Registrable  Securities  (after
deducting  any  fees,  discounts and commissions applicable thereto) pursuant to
any  Registration  Statement  under  which  such  Registrable  Securities  are
registered  under  the  Securities  Act  and  (ii)  underwriter  be  required to
undertake  liability  to  any  person hereunder for any amounts in excess of the
aggregate discount, commission or other compensation payable to such underwriter
with  respect  to  the Registrable Securities underwritten by it and distributed
pursuant  to  such  Registration  Statement.


                                       10
<PAGE>
          Section  8.     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 in the
Purchase  Agreement  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 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.  Either party hereto may from
time  to  time  change  its  address  or facsimile number for notices under this
Section 8 by giving at least ten (10) days' prior written notice of such changed
address  or  facsimile  number  to  the  other  party  hereto.

          Section  9.  Assignment.  This Agreement is binding upon and inures to
                       ----------
the  benefit  of  the  parties hereto and their respective heirs, successors and
permitted  assigns. The rights granted the Investors under this Agreement may be
assigned to any purchaser of substantially all of the Registrable Securities (or
the  rights  thereto)  from  an Investor, as otherwise permitted by the Purchase
Agreement.

          Section  10.  Additional Covenants of the Company.  The Company agrees
                        -----------------------------------
that at any time that the Registration Statement, is on Form S-3, for so long as
it  shall  be  required  to  maintain  the  effectiveness  of  such registration
statement  it  shall file all reports and information required to be filed by it
with  the  Commission in a timely manner and take all such other action so as to
maintain  such  eligibility  for  the  use  of  such  form.

          Section  11.  Counterparts/Facsimile.  This  Agreement may be executed
                        ----------------------
in two or more counterparts, each of which shall constitute an original, but all
of  which,  when  together shall constitute but one and the same instrument, and
shall  become  effective  when one or more counterparts have been signed by each
party  hereto  and  delivered  to the other parties.  In lieu of the original, a
facsimile  transmission  or  copy  of  the  original  shall  be as effective and
enforceable  as  the  original.

          Section  12.  Remedies.  The  remedies  provided in this Agreement are
                        --------
cumulative  and  not  exclusive  of  any remedies provided by law.  If any term,
provision,  covenant  or  restriction  of  this  Agreement is held by a court of
competent  jurisdiction  to  be  invalid,  illegal,  void  or unenforceable, the
remainder  of the terms, provisions, covenants and restrictions set forth herein
shall  remain in full force and effect and shall in no way be affected, impaired
or  invalidated, and the parties hereto shall use their best efforts to find and
employ an alternative means to achieve the same or substantially the same result
as  that  contemplated  by  such  term,  provision,  covenant  or  restriction.


                                       11
<PAGE>
          Section 13.  Conflicting Agreements.  The Company shall not enter into
                       ----------------------
any  agreement  with  respect  to  its  securities that is inconsistent with the
rights  granted  to  the  holders of Registrable Securities in this Agreement or
otherwise  prevents  the  Company  from  complying  with  all of its obligations
hereunder.

          Section  14.  Headings.  The  headings  in  this  Agreement  are  for
                        --------
reference  purposes  only  and  shall  not  affect  in  any  way  the meaning or
interpretation  of  this  Agreement.

          Section  15.  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
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  as 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.  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 attorneys' 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 non-prevailing party
in  any  such  injunctive  proceeding  shall  pay the expenses of the prevailing
party,  including reasonable attorneys' fees, in connection with such injunctive
proceeding.


                                       12
<PAGE>
          IN  WITNESS  WHEREOF, the parties hereto have caused this Registration
Rights  Agreement  to  be  duly  executed,  on  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


                                       13
<PAGE>