PRIVATE EQUITY LINE OF CREDIT AGREEMENT

                                     BETWEEN

                        WORLDWIDE WIRELESS NETWORKS, INC.

                                       AND

                          WHITSEND INVESTMENTS LIMITED

     PRIVATE  EQUITY  LINE  OF  CREDIT  AGREEMENT dated as of June __, 2000 (the
"Agreement"),  between  Whitsend  Investments  Limited, a British Virgin Islands
corporation  (the  "Investor")  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 Investor from
time  to time as provided herein, and Investor shall purchase, up to $20,000,000
(the  "Aggregate  Purchase  Price")  of the Common Stock (as defined below); and

     WHEREAS,  such  investments  will  be  made  by  the  Investor as statutory
underwriter  of  a  registered indirect primary offering of such Common Stock by
the  Company.

     NOW,  THEREFORE,  in  consideration  of  the  foregoing  premises,  and the
promises  and  covenants  herein contained, the receipt and sufficiency of which
are  hereby  acknowledged  by  the  parties hereto, the parties, intending to be
legally  bound,  hereby  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.

     Section  1.3     "Closing" shall mean one of the closings of a purchase and
                       ------
sale  of  the  Common  Stock  pursuant  to  Section  2.1.

     Section  1.4     "Closing  Date" shall mean, with respect to a Closing, the
                       -------------
fifth  Trading  Day  following  the  end of the Valuation Period related to such
Closing,  provided  all  conditions  to  such  Closing have been satisfied on or
before  such  Trading  Day.


                                        1
<PAGE>
     Section  1.5     "Commitment Amount" shall mean an amount up to $20,000,000
                      ------------------
which the Investor has agreed to provide to the Company in order to purchase the
Put  Shares  pursuant  to  the  terms  and  conditions  of  this  Agreement.

     Section 1.6     "Commitment Period" shall mean the period commencing on the
                     ------------------
Effective  Date  and  expiring on the earliest to occur of (x) the date on which
the  Investor  shall  have  purchased $20,000,000 of Put Shares pursuant to this
Agreement, (y) the date this Agreement is terminated pursuant to Section 2.4, or
(z)  the  date occurring thirty-six (36) months from the date of commencement of
the  Commitment  Period.

     Section  1.7     "Common  Stock" shall mean the Company's common stock, par
                      --------------
value  $0.001  per  share.

     Section  1.8     "Condition  Satisfaction  Date" shall have the meaning set
                      ------------------------------
forth  in  Section  7.2.

     Section  1.9    "Effective Date" shall mean the date on which the SEC first
                     ---------------
declares  effective a Registration Statement registering the sale by the Company
and resale by the Investor of the Registrable Securities as set forth in Section
7.2(f).

     Section  1.10     "Escrow  Agent" shall mean the escrow agent designated in
                       --------------
the  Escrow  Agreement.

     Section  1.11     "Escrow Agreement" shall mean the escrow agreement in the
                       -----------------
form  attached  hereto  as  Exhibit  A.
                            ----------

     Section  1.12     "Exchange  Act" shall mean the Securities Exchange Act of
                       --------------
1934,  as  amended,  and  the  rules  and  regulations  promulgated  thereunder.

     Section  1.13     "Investment  Amount"  shall  mean the dollar amount to be
                       -------------------
invested  by the Investor to purchase Put Shares with respect to any Put Date as
notified  by  the  Company  to  the Investor, all in accordance with Section 2.2
hereof.

     Section  1.14     "Market  Price"  on  any given date shall mean the lowest
                       --------------
closing  trade  price (as reported by Bloomberg L.P.) of the Common Stock on the
Principal  Market  during  the  Valuation  Period  applicable  to  such  date.

     Section  1.15     "Material  Adverse  Effect"  shall mean any effect on the
                       --------------------------
business,  closing  price,  operations,  properties,  prospects,  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 or the Escrow Agreement in any
material  respect.

     Section  1.16     "Maximum Put Amount" shall mean $500,000 per Put, subject
                       -------------------
to  adjustments  according  to  the  following  table:


                                        2
<PAGE>
<TABLE>
<CAPTION>
Stock Closing       25,000-50,000     50,001-100,000   100,001-150,000   150,001-Above
    Price              Avg. 30           Avg. 30          Avg. 30            Avg. 30
                       Trading           Trading          Trading           Trading
                      Day Volume        Day Volume       Day Volume        Day Volume
-----------------  ----------------  ----------------  ----------------  -------------
<S>                <C>               <C>               <C>               <C>
1.50-4.00          $1,000,000        $1,000,000        $1,250,000        $1,250,000
4.01-5.50          $1,000,000        $1,250,000        $1,250,000        $1,500,000
5.51-7.00          $1,250,000        $1,250,000        $1,500,000        $1,500,000
7.01-8.50          $1,250,000        $1,500,000        $1,500,000        $1,750,000
8.51-10.50         $1,500,000        $1,500,000        $1,750,000        $1,750,000
10.01-Above        $1,500,000        $1,750,000        $1,750,000        $2,000,000
</TABLE>


     Section  1.17     "NASD"  shall mean the National Association of Securities
                       -----
Dealers,  Inc.

     Section 1.18     "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  1.19     "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  1.20     "Principal Market" shall mean the NASDAQ National Market,
                       -----------------
the  NASDAQ  SmallCap  Market,  the  American Stock Exchange, the New York Stock
Exchange  or  the  OTC  Bulletin  Board,  whichever is at the time the principal
trading  exchange  or  market  for  the  Common  Stock.

     Section  1.21     "Purchase  Price"  shall mean with respect to Put Shares,
                       ----------------
eighty-eight percent (88%) (the "Purchase Price Percentage") of the Market Price
of  the  Valuation  Period  related  to  a  Put (or such other date on which the
Purchase Price is calculated in accordance with the terms and conditions of this
Agreement);  provided,  however, that the Purchase Price Percentage shall become
             --------   -------
ninety  percent  (90%)  in  the event the Company's Common Stock is approved for
listing  on  the  Nasdaq  Small-Cap  Market  or  a national securities market or
exchange.

     Section  1.22     "Put"  shall  mean  each  occasion  the Company elects to
                       ----
exercise  its  right  to  tender a Put Notice requiring the Investor to purchase
shares  of  the  Company's Common Stock, subject to the terms of this Agreement.

     Section 1.23    "Put Date" shall mean the Trading Day during the Commitment
                     ---------
Period  that  a  Put  Notice  to  sell  Common  Stock  to the Investor is deemed
delivered  pursuant  to  Section  2.2(b)  hereof.


                                        3
<PAGE>
     Section  1.24     "Put  Notice" shall mean a written notice to the Investor
                       ------------
setting  forth  the  Investment  Amount  that the Company intends to sell to the
Investor  in  the  form  attached  hereto  as  Exhibit  B.
                                               ----------

     Section 1.25    "Put Shares" shall mean all shares of Common Stock or other
                     -----------
securities  issued  or issuable pursuant to a Put that has occurred or may occur
in  accordance  with  the  terms  and  conditions  of  this  Agreement.

     Section 1.26     "Registrable Securities" shall mean the Put Shares and the
                      -----------------------
Warrant Shares until (i) all Put Shares and Warrant Shares have been disposed of
pursuant  to  the Registration Statement, (ii) all Put Shares and Warrant Shares
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  Put  Shares  and  Warrant Shares 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
or  (iv)  such time as, in the opinion of counsel to the Company, all Put 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  1.27     "Registration  Rights Agreement" shall mean the agreement
                       -------------------------------
regarding  the  filing  of the Registration Statement for the sale and resale of
the  Registrable  Securities  annexed  hereto  as  Exhibit  C.
                                                   ----------

     Section  1.28     "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,  such  as  Form  S-1 or SB-2, 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 Investor 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 1.29      "SEC"  shall mean the Securities and Exchange Commission.
                       ----

     Section 1.30     "Securities Act" shall mean the Securities Act of 1933, as
                      ---------------
amended.

     Section  1.31     "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  1.32     "Special  Activity" shall  mean  any one time charge the
                       ------------------
Company expects  to  incur  for any reason, including, without limitation, in
connection with  the  acquisition  of  another  business.


                                        4
<PAGE>
     Section  1.33     "Threshold Price" is the lowest Market Price at which the
                       ----------------
Company  will  sell  its  Common  Stock  with  respect  to  this  Agreement.

     Section  1.34     "Trading  Cushion"  shall mean the mandatory fifteen (15)
                       -----------------
Trading  Days between Put Dates, unless waived by the Investor.  Notwithstanding
the  foregoing, in the event the Company gives the Investor twenty-one (21) days
notice of a Special Activity, the Trading Cushion shall be adjusted to eight (8)
Trading  Days  for  a  period  of  six  (6)  consecutive  weeks.

     Section 1.35     "Valuation Event" shall mean an event in which the Company
                      ----------------
at  any  time  prior  to  the  end  of  the  Commitment  Period takes any of the
following  actions:

               (a)     subdivides  or  combines  its  Common  Stock;

               (b)     pays  a dividend on its Capital Shares or makes any other
distribution  of  its  Capital  Shares;

               (c)     issues any additional Capital Shares ("Additional Capital
Shares"),  otherwise  than  as provided in the foregoing Subsections (a) and (b)
above  or  (d)  and  (e)  below,  at  a  price  per  share  less,  or  for other
consideration  lower, than the closing price in effect immediately prior to such
issuance,  or  without  consideration  (other  than pursuant to this Agreement);

               (d)     issues any warrants, options or other rights to subscribe
for  or purchase any Additional Capital Shares and the price per share for which
Additional  Capital  Shares  may  at any time thereafter be issuable pursuant to
such  warrants,  options or other rights shall be less than the closing price in
effect  immediately  prior  to  such  issuance;

               (e)     issues  any  securities  convertible into or exchangeable
for  Capital Shares and the consideration per share for which Additional Capital
Shares  may  at  any  time  thereafter be issuable pursuant to the terms of such
convertible  or  exchangeable securities shall be less than the closing price in
effect  immediately  prior  to  such  issuance;

               (f)     makes  a  distribution  of  its  assets  or  evidences of
indebtedness  to  the holders of its Capital Shares as a dividend in liquidation
or  by  way  of  return  of  capital  or other than as a dividend payable out of
earnings  or surplus legally available for dividends under applicable law or any
distribution to such holders made in respect of the sale of all or substantially
all  of the Company's assets (other than under the circumstances provided for in
the  foregoing  subsections  (a)  through  (e);  or

               (g)     takes  any  action  affecting  the  number of Outstanding
Capital  Shares,  other  than  an  action  described  in  any  of  the foregoing
Subsections  (a)  through  (f)  hereof,  inclusive,  which in the opinion of the
Company's  Board  of  Directors, determined in good faith, would have a Material
Adverse  Effect  upon  the  rights  of  the  Investor  at  the  time  of  a Put.

     Section  1.36     "Valuation  Period"  shall  mean  the  period of five (5)
                       ------------------
Trading  Days  beginning  two (2) Trading Days before the Trading Day on which a
Put  Notice is deemed to be delivered and ending two (2) Trading Days after such
date;  provided,  however,  that  if a Valuation Event occurs during a Valuation
       --------   -------
Period,  a new Valuation Period shall begin on the Trading Day immediately after
the  occurrence  of  such Valuation Event and end on the fifth (5th) Trading Day
thereafter.


                                        5
<PAGE>
     Section  1.37     "Warrants"  shall  mean the 125,000 Common Stock Purchase
                       ---------
Warrants  in the form of Exhibit D hereto to be delivered to the Investor at the
                         ---------
initial Closing. "Warrant Shares" shall mean the shares of Common Stock issuable
upon  exercise  of  the  Warrants.

                                   ARTICLE II

                        PURCHASE AND SALE OF COMMON STOCK

     Section  2.1     Investments.
                      -----------

          (a)     Puts.  Upon  the  terms  and  conditions  set  forth  herein
                  ----
(including,  without  limitation,  the provisions of Article VII hereof), on any
Put  Date the Company may make a Put by the delivery of a Put Notice. The number
of  Put  Shares  that  the  Investor shall receive pursuant to such Put shall be
determined  by dividing the Investment Amount specified in the Put Notice by the
Purchase  Price  for  such  Valuation Period.  In connection with each Valuation
Period,  the  Company may set the Threshold Price, if any, in the Put Notice. If
the  Market  Price  is less than the Threshold Price, the Company shall not sell
and  the Purchaser shall not be obligated to purchase the Shares otherwise to be
purchased  for  such Put, except that, the Investor, in its sole discretion, may
purchase  such  shares  at  the  Threshold  Price.

          (b)     Maximum  Aggregate Amount of Puts.  Anything in this Agreement
                  ---------------------------------
to  the  contrary  notwithstanding, the Company may not make a Put to the extent
that,  after  such  purchase by the Investor, the sum of the number of shares of
Common  Stock and Warrants beneficially owned by the Investor and its affiliates
would  result in beneficial ownership by the Investor and its affiliates of more
than  9.9%  of  the  then  issued  and  outstanding shares of Common Stock.  For
purposes  of  the  immediately preceding sentence, beneficial ownership shall be
determined  in  accordance with Section 13(d) of the Securities and Exchange Act
of  1934,  as  amended.  Each Investor represents that it is not an affiliate of
any  purchaser  of  the  Company's  Common Stock pursuant to that certain Common
Stock  Purchase  Agreement  dated  as  of  May  24,  2000.

     Section  2.2     Mechanics.
                      ---------

               (a)     PutNotice.  At any time during the Commitment Period, the
                       ---------
Company  may deliver a Put Notice to the Investor, subject to the conditions set
forth in Section 7.2; provided, however, that the Investment Amount for each Put
                      --------  -------
as  designated by the Company in the applicable Put Notice shall be neither less
than  $75,000  nor  more  than  the  Maximum  Put  Amount.

               (b)     Date  of  Delivery  of Put Notice.  A Put Notice shall be
                       ---------------------------------
deemed delivered on (i) the Trading Day it is received by facsimile or otherwise
by  the Investor if such notice is received prior to 12:00 noon Eastern Time, or
(ii)  the  immediately  succeeding Trading Day if it is received by facsimile or
otherwise after 12:00 noon Eastern Time on a Trading Day or at any time on a day
which is not a Trading Day.  No Put Notice may be deemed delivered on a day that
is  not  a  Trading  Day.


                                        6
<PAGE>
     Section  2.3     Closings.  On  or  before  each Closing Date for a Put the
                      --------
Investor shall deliver the Investment Amount specified in the Put Notice by wire
transfer of immediately available funds to the Escrow Agent.  In addition, on or
prior to the Closing Date, each of the Company and the Investor shall deliver to
the  Escrow  Agent  all  documents,  instruments  and  writings  required  to be
delivered  or  reasonably requested by either of them pursuant to this Agreement
in  order  to  implement  and  effect the transactions contemplated herein. Upon
receipt  of notice from the Escrow Agent that the Escrow Agent has possession of
the Investment Amount, the Company shall, if possible, deliver the Put Shares to
the  Investor's  account  through  the Depository Trust Company DWAC system, per
written  account  instructions  delivered by the Investor to the Company, and if
the Company is not eligible to participate in the DWAC system, to deliver to the
Escrow  Agent  one  or  more  certificates,  as  requested  by  the  Investor,
representing  the Put Shares to be purchased by the Investor pursuant to Section
2.1 herein, registered in the name of the Investor or, at the Investor's option,
registered  in  the name of such account or accounts as may be designated by the
Investor.  Payment  of  funds to the Company and delivery of the certificates to
the  Investor (unless delivered by DWAC) shall occur out of escrow in accordance
with the Escrow Agreement, provided, however, that to the extent the Company has
not  paid  the escrow fees, the amount of such fees shall be paid in immediately
available funds, at the direction of the Investor, to Investor's counsel with no
reduction  in  the number of Put Shares issuable to the Investor on such Closing
Date.

     Section  2.4     Termination  of  Investment  Obligation.
                      ----------------------------------------

               (a)     The  obligation  of  the  Investor  to purchase shares of
Common  Stock  shall  terminate permanently (including with respect to a Closing
Date that has not yet occurred) in the event that (i) there shall occur any stop
order  or  suspension  of the effectiveness of the Registration Statement for an
aggregate  of  thirty  (30)  Trading  Days during the Commitment Period, for any
reason  other  than deferrals or suspensions in accordance with the Registration
Rights  Agreement  as  a  result  of  corporate  developments  subsequent to the
Effective  Date  that would require such Registration Statement to be amended to
reflect  such  event  in  order  to  maintain its compliance with the disclosure
requirements of the Securities Act or (ii) the Company shall at any time fail to
comply  with  the  requirements  of  Section  6.2,  6.3  or  6.5  or  (iii)  the
Registration  Statement  shall  not  have  become effective by December 1, 2000.

               (b)     The  obligation  of the Company to sell Put Shares to the
Investor  shall  terminate  if the Investor fails to honor any Put Notice within
two  (2)  Trading  Days of the Closing Date scheduled for such Put, or otherwise
becomes  in  breach  of any material representation, warranty, covenant or other
obligation  under  this  Agreement  including,  without limitation, all exhibits
attached  hereto,  and  the  Company notifies Investor of such termination. Upon
such  termination,  the  Company  shall  maintain  the Registration Statement in
effect  for  such  reasonable period, not to exceed forty-five (45) days, as the
Investor  may  request  in  order  to  dispose of any remaining Put Shares. Such
termination  shall  be  in  addition  to, and not exclusive of, any other remedy
which  the Company may have against the Investor for any such default, breach or
violation  of  this  Agreement,  in  law  or  at  equity.

     Section  2.5     Additional  Shares.  In the event that (a) within five (5)
                      ------------------
Trading Days of any Closing Date, the Company gives notice to the Investor of an
impending  "blackout period" in accordance with Section 3(f) of the Registration
Rights  Agreement and (b) the closing trade price over the five (5) Trading Days
immediately  preceding  such  "blackout  period"  (the  "Old  Closing price") is
greater than the Closing price on the first Trading Day following such "blackout


                                        7
<PAGE>
period"  (the  "New  Closing  price")  the Company shall issue to the Investor a
number  of  additional  shares  (the  "Blackout Shares") equal to the difference
between (y) the product of the number of Registrable Securities purchased by the
Investor  on such most recent Closing Date and still held by the Investor during
such  "blackout  period"  that  are  not  otherwise  freely tradable during such
"blackout  period"  and  the Old Closing price, divided by the New Closing price
and  (z)  the number of Registrable Securities purchased by the Investor on such
most  recent  Closing  Date and still held by the Investor during such "blackout
period" that are not otherwise freely tradable during such "blackout period". If
any  such  issuance  would  result  in  the issuance of a number of shares which
exceeds  the  number set forth in Section 2.1(b), then in lieu of such issuance,
the  Company  shall pay Investor the closing ask price of the Blackout Shares on
the  first  Trading  Day following the end of the blackout period in cash within
five  Trading  Days.

     Section  2.6     Liquidated  Damages.  The  parties  hereto acknowledge and
                      -------------------
agree  that  the  obligation  to  issue Registrable Securities under Section 2.5
above 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 amounts specified in
such  Sections  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 by the Company to timely cause the registration of
the  Registrable  Securities or in connection with a "blackout period" under the
Registration  Rights  Agreement,  and (c) the parties are sophisticated business
parties  and have been represented by legal and financial counsel and negotiated
this  Agreement  at  arm's  length.

                                   ARTICLE III

                   REPRESENTATIONS AND WARRANTIES OF INVESTOR

Investor  represents  and  warrants  to  the  Company  that:

     Section  3.1     Intent.  The  Investor is entering into this Agreement for
                      ------
its  own  account  and  the  Investor has no present arrangement (whether or not
legally  binding)  at any time to sell the Common Stock to or through any person
or  entity;  provided,  however,  that by making the representations herein, the
Investor  does  not  agree  to  hold  the  Common Stock for any minimum or other
specific  term and reserves the right to dispose of the Common Stock 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
evaluating  the merits and risks of an investment in Common Stock.  The Investor
acknowledges  that an investment in the Common Stock is speculative and involves
a  high  degree  of  risk.

     Section  3.3     Authority.  This  Agreement  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


                                        8
<PAGE>
affecting  generally  the  enforcement  of, creditors' rights and remedies or by
other  equitable  principles  of  general  application.

     Section  3.4     Not an Affiliate.  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     Organization and Standing.  Investor is a corporation duly
                      -------------------------
organized,  validly  existing,  and  in  good  standing,  and  has all legal and
corporate  authority to enter into and perform this Agreement in accordance with
its  terms,  under  the  laws  of  the  British  Virgin  Islands.

     Section  3.6     Absence  of Conflicts.  The execution and delivery of this
                      ---------------------
Agreement  and any other document or instrument executed in connection herewith,
and  the  consummation  of the transactions contemplated thereby, and compliance
with  the  requirements  thereof,  will  not  violate any law, rule, regulation,
order,  writ,  judgment,  injunction,  decree,  administrative  action  or award
binding  on Investor, or, to the Investor's knowledge, (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  3.7     Disclosure;  Access to Information.  Investor has received
                      -----------------------------------
and  reviewed  all  documents,  records,  books  and  other  publicly  available
information  pertaining  to  Investor's investment in the Company that have been
requested  by  Investor.  The  Company  is  subject  to  the  periodic reporting
requirements  of  the Exchange Act, and Investor has reviewed copies of any such
reports  that  have  been  requested  by  it.

     Section  3.8     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.

     Section  3.9     Financial  Capacity.  Investor currently has the financial
                      --------------------
capacity  to meet its obligations to the Company hereunder, and the Investor has
no  present knowledge of any circumstances which could cause it to become unable
to  meet  such  obligations  in  the  future.

     Section  3.10     Underwriter  Liability.  Investor  understands that it is
                       ----------------------
the  position  of the SEC that the Investor is an underwriter within the meaning
of  Section 2(11) of the Securities Act and that the Investor will be identified
as  an  underwriter  of  the  Put  Shares  in  the  Registration  Statement.


                                        9
<PAGE>
                                   ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Investor that, except as set forth 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 entity except as set forth in the SEC Documents.  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 enter into and perform its obligations under
this Agreement, the Registration Rights Agreement, the Escrow Agreement, and the
Warrants  and  to  issue  the  Put  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
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  and the Warrants have been duly executed and
delivered  by  the Company and at the initial 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
issuance  of  the  Put  Shares  and  for  the  exercise  of  the  Warrants

     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.  Except  for (i) outstanding options and warrants as set forth in the SEC
Documents  and  (ii)  as  set  forth  in  the  Disclosure Schedule, there are no
outstanding  Capital  Share  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.

     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


                                       10
<PAGE>
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
                      ---------------
Investor  true  and  complete  copies of the SEC Documents.  The Company has not
provided to the Investor 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     Valid  Issuances.  When  issued and paid for in accordance
                      ----------------
with  the terms hereof or of the Warrants, the Put Shares and the Warrant Shares
will  be  duly  and validly issued, fully paid, and non-assessable.  Neither the
sales of the Put Shares, the Warrants or the Warrant Shares pursuant to, nor the
Company's performance of its obligations under, this Agreement, the Registration
Rights  Agreement,  the  Escrow Agreement or the Warrants will (i) result in the
creation  or  imposition  by  the Company of any liens, charges, claims or other
encumbrances  upon the Put Shares, the Warrants or the 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 Put
Shares,  the  Warrants  and the Warrant Shares shall not subject the Investor to
personal  liability  to the Company or its creditors by reason of the possession
thereof.


                                       11
<PAGE>
     Section  4.7     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
the  Put  Shares,  the  Warrants and the Warrant Shares, do not and will not (i)
result  in  a violation of the Company's Articles 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 Put Shares or the
Warrants  in  accordance  with  the  terms hereof (other than any SEC, Principal
Market  or  state  securities  filings  that  may  be required to be made by the
Company  subsequent to  the initial Closing, any registration statement that may
be  filed  pursuant  hereto,  and any shareholder approval required by the rules
applicable  to  companies  whose  common  stock trades on the Principal Market);
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  Investor  herein.

     Section  4.8     No  Material  Adverse  Change.  Since December 31, 1999 no
                      -----------------------------
Material  Adverse  Effect  has  occurred  or exists with respect to the Company,
except  as  disclosed  in  the  SEC  Documents.

     Section 4.9     No Undisclosed Events or Circumstances.  Since December 31,
                     --------------------------------------
1999,  no  event  or  circumstance  has  occurred  or exists with respect to the
Company  or  its  businesses,  properties,  prospects,  operations  or financial
condition,  that,  under  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  the  SEC  Documents.

     Section  4.10     Litigation and Other Proceedings.  Except as disclosed in
                       --------------------------------
the  SEC  Documents,  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.  Except as set forth in the SEC Documents, 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.


                                       12
<PAGE>
     Section  4.11     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 Put Shares 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  4.12     Material  Non-Public  Information.  The  Company  has not
                       ---------------------------------
disclosed  to  the  Investor  any  material  non-public  information that (i) if
disclosed  publicly,  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  4.13     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  reputa-ble  insurers  that  is  adequate,  consistent  with industry
standards  and  the Company's historical claims experience.  The Company has not
received  notice  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  4.14     Tax  Matters.  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  has 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, 1998, 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.

          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;  and  (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


                                       13
<PAGE>
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.

          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 obligated
to  make  payments  or is 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.

          For  purposes  of  this  Section  4.14:

          "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 4.15     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.

     Section  4.16     Licensing  and  Permits.  The Company holds all necessary
                       -----------------------
licenses  and permits for the conduct of its business.  All of such licenses and
permits  are  in good standing and the Company is not in material default of any
of  the  conditions  thereof.

     Section  4.17     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


                                       14
<PAGE>
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, except as
disclosed  in  the SEC Documents 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.  Except  as  disclosed  in  the SEC Documents, 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  4.18     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.

     Section  4.19     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  4.20     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  Investor 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.




                 THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK


                                       15
<PAGE>
                                    ARTICLE V

                            COVENANTS OF THE INVESTOR

     Investor  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.  Without
limiting  the  generality  of  the  foregoing, the Investor agrees that it will,
whenever required by federal securities laws, deliver the prospectus included in
the  Registration  Statement  to  any purchaser of Put Shares from the Investor.

     Section  5.2     SEC Information and Filings.  Each Investor shall promptly
                      ---------------------------
furnish  to the Company, upon its request, such information or other items as it
may  reasonably  request  in order to determine if such information or items, or
summary  descriptions  thereof, are necessary or desirable to include in any SEC
Document  to be filed by the Company, and each Investor shall timely prepare and
file  with  the  SEC  (and, if applicable, any state securities agency) all such
forms,  reports  and  other  items  as  may be necessary in connection with such
Investor's  ownership  of  the  Shares.

     Section  5.3     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) during the Commitment Period and for a period of 12 months
thereafter.

                                   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     Listing  of  Common  Stock.  The  Company hereby agrees to
                      --------------------------
maintain  the  listing of the Common Stock on a Principal Market, and as soon as
practicable  (but  in  any  event  prior  to  the commencement of the Commitment
Period)  to  list  the  Put  Shares  and the Warrant Shares. 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 Put Shares and the
Warrant  Shares  and will take such other action as is necessary or desirable in
the opinion of the investor to cause the Common Stock 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 the 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
Investor  with  copies  of  any  correspondence to or from such Principal Market
which  questions  or threatens delisting of the Common Stock, within one Trading
Day  of  the  Company's  receipt  thereof.


                                       16
<PAGE>
     Section  6.3     Exchange  Act  Registration.  The  Company  will cause its
                      ---------------------------
Common  Stock  to  continue to be registered under Section 12(g) or 12(b) 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.

     Section  6.4     Legends.  The  certificates evidencing the Common Stock to
                      -------
be  sold  to  the  Investor  shall  be  free  of  restrictive  legends.

     Section  6.5     Corporate  Existence.  The  Company  will  take  all steps
                      --------------------
necessary  to  preserve  and  continue  the  corporate existence of the Company.

     Section  6.6     Additional  SEC  Documents.  During the Commitment Period,
                      --------------------------
the  Company will deliver to the Investor, as and when the originals thereof are
submitted  to  the  SEC  for filing, copies of all SEC Documents so furnished or
submitted  to  the  SEC,  or  else  notify  the Investor that such documents are
available  on  the  EDGAR  system.

     Section 6.7     Notice of Certain Events Affecting Registration; Suspension
                     -----------------------------------------------------------
of  Right  to Make a Put.  The Company will immediately notify the Investor upon
------------------------
the  occurrence  of  any  of  the  following events in respect of a registration
statement  or  related  prospectus  in  respect  of  an  offering of Registrable
Securities;  (i)  receipt of any request for additional information from the SEC
or  any  other  federal  or  state  governmental  authority during the period of
effectiveness  of the Registration Statement the response to which would require
any  amendments  or  supplements  to  the  registration  statement  or  related
prospectus;  (ii)  the  issuance  by  the  SEC  or  any  other  federal or state
governmental  authority  of  any  stop order suspending the effectiveness of the
Registration  Statement  or  the initiation of any proceedings for that purpose;
(iii)  receipt  of  any  notification  with  respect  to  the  suspension of the
qualification  or  exemption  from  qualification  of  any  of  the  Registrable
Securities  for sale in any jurisdiction or the initiation or threatening of any
proceeding  for  such  purpose;  (iv)  the happening of any event that makes any
statement  made  in  the  Registration  Statement  or  related prospectus or any
document  incorporated  or deemed to be incorporated therein by reference untrue
in  any  material  respect  or  that  requires  the making of any changes in the
Registration  Statement, related prospectus or documents so that, in the case of
the  Registration  Statement,  it  will  not  contain  any untrue statement of a
material  fact  or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and that in the case
of  the  related  prospectus,  it  will  not  contain  any untrue statement of a
material  fact  or omit to state any material fact required to be stated therein
or  necessary  to make the statements therein, in the light of the circumstances
under  which  they  were  made, not misleading; and (v) the Company's reasonable
determination  that  a  post-effective  amendment  to the Registration Statement
would  be  appropriate;  and  the  Company  will  promptly make available to the
Investor any such supplement or amendment to the related prospectus. The Company
shall  not deliver to the Investor any Put Notice during the continuation of any
of  the  foregoing  events.

     Section  6.8     Expectations  Regarding Put Notices.  Within ten (10) days
                      -----------------------------------
after  the  commencement  of  each  calendar quarter occurring subsequent to the
commencement  of the Commitment Period, the Company must notify the Investor, in
writing, as to its reasonable expectations as to the dollar amount it intends to
raise during such calendar quarter, if any, through the issuance of Put Notices.
Such  notification  shall  constitute only the Company's good faith estimate and


                                       17
<PAGE>
shall  in  no  way  obligate the Company to raise such amount, or any amount, or
otherwise  limit  its ability to deliver Put Notices. The failure by the Company
to  comply  with  this  provision  can  be  cured by the Company's notifying the
Investor, in writing, at any time as to its reasonable expectations with respect
to  the  current  calendar  quarter.

     Section  6.9     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 Investor such shares of stock
and/or  securities  as  the  Investor  is  entitled  to receive pursuant to this
Agreement.

     Section  6.10     Limitation  on Future Financing.  The Company agrees that
                       -------------------------------
it  will not enter into any sale of its securities for cash at a discount to its
then-current  closing  price  during  the  Commitment  Period  without the prior
approval  of  the Investor, which will not be unreasonably withheld, or, without
first  offering  to  the  Investor  the  right  of  first  refusal,  to elect to
participate, in such subsequent transaction. Such right of first refusal must be
exercised  in writing within seven (7) Trading Days of the Investor's receipt of
notice  of  the  proposed  terms  of  such financing.  This limitation shall not
prohibit  the  Company  from a) entering into any sale of securities pursuant to
any presently existing employee benefit plan which plan has been approved by the
Company's  stockholders, or, b) offering securities pursuant to any compensatory
plan  for  a  full-time employee or key consultant, but the Company shall not be
allowed  to  enter  into  any  sale under any other equity-based line of credit.

Conditions  Precedent  to the Obligation of the Company to Issue and Sell Common
--------------------------------------------------------------------------------
Stock.  The obligation hereunder of the Company to issue and sell the Put Shares
-----
to  the  Investor incident to each Closing is subject to the satisfaction, at or
before  each  such  Closing,  of  each  of  the  conditions  set  forth  below.

               (a)     Accuracy of the Investor's Representation and Warranties.
                       --------------------------------------------------------
The  representations and warranties of the Investor shall be true and correct in
all  material  respects  as  of the date of this Agreement and as of the date of
each  such  Closing  as  though  made  at  each  such  time.

               (b)     Performance  by  the  Investor.  The  Investor shall have
                       ------------------------------
performed,  satisfied  and complied in all material respects with all covenants,
agreements  and conditions required by this Agreement to be performed, satisfied
or complied with by the Investor at or prior to such Closing, and Investor shall
provide  a  certificate  to  the  Company,  substantially  in  the  form of that
delivered  by  the  Investor.

Section  6.11     Conditions  Precedent to the Right of the Company to Deliver a
                  --------------------------------------------------------------
Put  Notice  and  the  Obligation  of  the  Investor  to  Purchase  Put  Shares.
--------------------------------------------------------------------------------
The  right of the Company to deliver a Put Notice and the obligation of Investor
hereunder to acquire and pay for the Put Shares incident to a Closing is subject
to  the  satisfaction,  on  both (i) the date of delivery of such Put Notice and
(ii) the applicable Closing Date (each a "Condition Satisfaction Date"), of each
of  the  following  conditions:


                                       18
<PAGE>
               (a)     Closing  Certificate.  All representations and warranties
                       --------------------
of  the Company contained herein shall remain true and correct as of the Closing
Date  as  though  made as of such date and the Company shall have delivered into
escrow an Officer's Certificate signed by its Chief Executive Officer certifying
that  all of the Company's representations and warranties herein remain true and
correct  as of the Closing Date and that the Company has performed all covenants
and  satisfied  all conditions to be performed or satisfied by the Company prior
to  such  Closing;

               (b)     Blue  Sky.  The  Company  shall have obtained all permits
                       ---------
and  qualifications  required by at least five (5) states for the offer and sale
of  the  Common  Stock  to  the Investor and by the Investor as set forth in the
Registration  Rights  Agreement  or  shall  have  the availability of exemptions
therefrom;

               (c)     Delivery  of  Put Shares.  Delivery into escrow or to DTC
                       ------------------------
of  the  Put  Shares;

               (d)     Opinion  of  Counsel.  Receipt  by  the  Investor  of  an
                       --------------------
opinion  of  counsel  to  the  Company,  in  the  form  of Exhibit D hereto; and
                                                           ---------

               (e)     Transfer Agent.  Delivery to the Company's transfer agent
                       --------------
of  instructions  to  such  transfer  agent  in  form  and  substance reasonably
satisfactory  to  the  Investor.

               (f)     Registration  of  the  Common  Stock  with  the  SEC. The
                       ----------------------------------------------------
Registration  Statement  shall have previously become effective and shall remain
effective  and available for making resales of the Put Shares and Warrant Shares
by  the Investor on each Condition Satisfaction Date and (i) neither the Company
nor  the  Investor shall have received notice that the SEC has issued or intends
to issue a stop order with respect to the Registration Statement or that the SEC
otherwise  has  suspended  or  withdrawn  the  effectiveness of the Registration
Statement, either temporarily or permanently, or intends or has threatened to do
so (unless the SEC's concerns have been addressed and the Investor is reasonably
satisfied that the SEC no longer is considering or intends to take such action),
and  (ii)  no  other suspension of the use or withdrawal of the effectiveness of
the  Registration  Statement  or  related  prospectus  shall  exist.

               (g)     Authority.  The  Company  will  satisfy  all  laws  and
                       ---------
regulations  pertaining  to  the  sale  and  issuance  of  the  Put  Shares.

               (h)     Performance  by  the  Company.  The  Company  shall  have
                       -----------------------------
performed,  satisfied  and complied in all material respects with all covenants,
agreements  and  conditions  required by this Agreement, the Registration Rights
Agreement  and  the Escrow Agreement to be performed, satisfied or complied with
by  the  Company  at  or  prior  to  each  Condition  Satisfaction  Date.

               (i)     No  Injunction.  No  statute, rule, regulation, executive
                       --------------
order,  decree,  ruling  or  injunction  shall  have  been  enacted,  entered,
promulgated  or  endorsed  by  any  court or governmental authority of competent
jurisdiction  that  prohibits  or  directly  and  adversely  affects  any of the
transactions  contemplated  by this Agreement, and no proceeding shall have been
commenced  that may have the effect of prohibiting or adversely affecting any of
the  transactions  contemplated  by  this  Agreement.


                                       19
<PAGE>
               (j)     Adverse  Changes.  Since  the  date  of  filing  of  the
                       ----------------
Company's most recent SEC Document, no event that had or is reasonably likely to
have  a  Material  Adverse  Effect  has  occurred.

               (k)     No Suspension of Trading In or Delisting of Common Stock.
                       --------------------------------------------------------
The  trading of the Common Stock (including, without limitation, the Put Shares)
is  not  suspended  by  the  SEC  or  the Principal Market, and the Common Stock
(including,  without  limitation,  the  Put Shares) shall have been approved for
listing  or  quotation  on  and  shall not have been delisted from the Principal
Market.  The  issuance  of shares of Common Stock with respect to the applicable
Closing,  if any, shall not violate the shareholder approval requirements of the
Principal Market.  The Company shall not have received any notice threatening to
delist  the  Common  Stock  from  the  Principal  Market.

               (l)     No  Knowledge.  The Company has no knowledge of any event
                       -------------
more  likely  than not to have the effect of causing such Registration Statement
to  be  suspended  or otherwise ineffective (which event is reasonably likely to
occur  within  the  thirty  (30) Trading Days following the Trading Day on which
such  Notice  is  deemed  delivered).

               (m)     Trading  Cushion.  The Trading Cushion shall have elapsed
                       ----------------
since  the  next  preceding  Put  Date.

               (n)     Other.  On each Condition Satisfaction Date, the Investor
                       -----
shall  have  received and been reasonably satisfied with such other certificates
and  documents  as shall have been reasonably requested by the Investor in order
for  the  Investor  to  confirm the Company's satisfaction of the conditions set
forth  in  this  Section  7.2.

                                   ARTICLE VII

         DUE DILIGENCE REVIEW; NON-DISCLOSURE OF NON-PUBLIC INFORMATION.

Section  7.1     Due  Diligence  Review.  The  Company  shall make available for
                 ----------------------
inspection  and  review  by the Investor, advisors to and representatives of the
Investor  (who  may  or  may  not  be  affiliated  with the Investor and who are
reasonably  acceptable  to  the  Company),  any underwriter participating in any
disposition  of the Registrable Securities on behalf of the Investor pursuant to
the  Registration  Statement,  any  such  registration statement or amendment or
supplement  thereto or any blue sky, NASD or other filing, all SEC Documents and
other filings with the SEC, and all other publicly available 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 publicly available information reasonably requested by the Investor or
any  such  representative,  advisor  or  underwriter  in  connection  with  such
Registration  Statement  (including,  without  limitation,  in  response  to all


                                       20
<PAGE>
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 Investor 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.

     Section  7.2     Non-Disclosure  of  Non-Public  Information.
                      --------------------------------------------

               (a)     The  Company shall not disclose non-public information to
the  Investor,  advisors  to  or representatives of the Investor unless prior to
disclosure  of such information the Company identifies such information as being
non-public  information  and  provides  the  Investor,  such  advisors  and
representatives  with  the  opportunity  to  accept  or  refuse  to  accept such
non-public information for review. The Company may, as a condition to disclosing
any  non-public  information  hereunder,  require  the  Investor's  advisors and
representatives  to  enter  into  a confidentiality agreement in form reasonably
satisfactory  to  the  Company  and  the  Investor.

               (b)     The  Company  represents  that  it  does  not disseminate
non-public  information  to any investors who purchase stock in the Company in a
public offering, to money managers or to securities analysts, provided, however,
that  notwithstanding  anything  herein  to  the  contrary, the Company will, as
hereinabove provided, immediately notify the advisors and representatives of the
Investor  and,  if  any,  underwriters,  of  any  event  or the existence of any
circumstance  (without  any  obligation  to  disclose  the  specific  event  or
circumstance)  of  which  it  becomes aware, constituting non-public 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. Nothing contained
in  this  Section  8.2  shall be construed to mean that such persons or entities
other  than  the  Investor (without the written consent of the Investor prior to
disclosure  of  such  information)  may not obtain non-public information in the
course  of  conducting  due  diligence  in  accordance  with  the  terms of this
Agreement  and  nothing  herein  shall prevent any such persons or entities from
notifying  the Company of their opinion that based on such due diligence by such
persons  or  entities,  that  the  Registration  Statement  contains  an  untrue
statement  of  a material fact or omits a material fact required to be stated in
the  Registration  Statement  or  necessary  to  make  the  statements contained
therein,  in light of the circumstances in which they were made, not misleading.

                                  ARTICLE VIII

                           TRANSFER AGENT INSTRUCTIONS

     Section  8.1     Transfer  Agent  Instructions.  Upon  each  Closing,  the
                      ------------------------------
Company  will  issue  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
to  deliver  the  Put  Shares  without  restrictive legends to the Escrow Agent.


                                       21
<PAGE>
     Section  8.2     No Legend or Stock Transfer Restrictions.  No legend shall
                      ----------------------------------------
be  placed  on  the  share  certificates  representing  the  Put  Shares  and no
instructions  or  "stop  transfer  orders,"  so  called,  "stock  transfer
restrictions,"  or  other  restrictions  have  been  or  shall  be  given to the
Company's  transfer  agent  with  respect  thereto.

     Section 8.3     Investor's Compliance. Nothing in this Article shall affect
                     ---------------------
in  any  way  the  Investor's obligations under any agreement to comply with all
applicable  securities  laws  upon  resale  of  the  Put  Shares.

                                   ARTICLE IX

                                  CHOICE OF LAW

     Section  9.1     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 or any Exhibit attached hereto 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. The Board of Arbitration
shall  be  authorized  and  is directed to enter  a default judgment against any
party  refusing  to participate in the arbitration proceeding within thirty days
of  any  deadline  for  such  participation.  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 prevailing party shall
be  awarded  its costs, including attorneys' fees, from the non-prevailing party
as  part  of  the  arbitration  award.  Any  party  shall have the right to seek
injunctive  relief  from  any  court of competent jurisdiction in any case where
such  relief is available.  The prevailing party in such injunctive action shall
be  awarded its costs, including attorney's fees, from the non-prevailing party.

                                    ARTICLE X

                                   ASSIGNMENT

     Section  10.1     Assignment.  Neither this Agreement nor any rights of the
                       ----------
Investor  or  the Company hereunder may be assigned by either party to any other
person except by operation of law. Notwithstanding the foregoing, upon the prior
written consent of the Company, which consent shall not unreasonably be withheld
or  delayed  in  the  case of an assignment to an affiliate of the Investor, the


                                       22
<PAGE>
Investor's  interest  in this Agreement may be assigned at any time, in whole or
in part, to any other person or entity (including any affiliate of the Investor)
who  agrees  to make the representations and warranties contained in Article III
and  who  agrees  to  be  bound  hereby.

                                   ARTICLE XI

                                     NOTICES

     Section  11.1     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) personally served,
(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 hand delivery, telegram, or 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 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 second business day following the date of mailing
by  reputable courier service, fully prepaid, addressed to such address, or upon
actual  receipt of such mailing, whichever shall first occur.  The addresses for
such  communications  shall  be:

If to Worldwide Wireless Networks, Inc.:    770 The City Drive South, Suite 3700
                                            Orange,  CA  92868
                                            Attn:  Jack  Tortorice
                                            Telephone:  (714)  937-5500
                                            Facsimile:

With  a  copy  to:
(shall not constitute notice)               Feldhake,  August & Roquemore
notice)  to:                                600  Anton  Boulevard, Suite 1730
                                            Costa  Mesa,  CA  92626
                                            Attention: Kenneth S. August, Esq.
                                            Telephone:  (714)  438-3885
                                            Facsimile:   (714)  438-3888

if to the Investor:                         c/o  Dr.  Dr. Batliner & Partner
                                            Aeulestrasse  74
                                            FL-9490  Vaduz,  Liechtenstein
                                            Attention:  Hans  Gassner
                                            Telephone:
                                            Facsimile:  011-075-231-0405


                                       23
<PAGE>
with  a  copy  to:                          Robert  F.  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 at least ten (10) days' prior
written  notice  of  such changed address or facsimile number to the other party
hereto.

                                   ARTICLE XII

                                  MISCELLANEOUS

     Section  12.1     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
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  12.2     Entire  Agreement.  This  Agreement, the Exhibits hereto,
                       -----------------
which  include,  but  are  not limited to the Escrow Agreement, the Registration
Rights  Agreement  and  the  Warrants,  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  12.3     Survival; Severability.  The representations, warranties,
                       ----------------------
covenants  and  agreements  of  the  parties  hereto  shall survive each Closing
hereunder.  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  12.4     Title  and  Subtitles.  The  titles and subtitles used in
                       ---------------------
this  Agreement  are  used  for convenience only and are not to be considered in
construing  or  interpreting  this  Agreement.

     Section  12.5     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  Investor  and  the  Company shall be required to employ any other reporting
entity.


                                       24
<PAGE>
     Section 12.6     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 Put 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 and amount to
the  Company  (which  shall  not  exceed that required by the Company's transfer
agent  in  the  ordinary course) 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  12.7     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  Investors'  counsel  in the amount of $1,500 per Closing of a
Put.

     Section  12.8     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
other  than  Triton West Group, Inc. whose fee shall be paid by the Company. The
Company on the one hand, and the Investor, 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  12.9     Publicity.  The Company agrees that it will not issue any
                       ---------
press  release  or other public announcement of the transactions contemplated by
this  Agreement  without  the prior  consent of the Investor, which shall not be
unreasonably  withheld  nor  delayed  by more than two (2) Trading Days from its
receipt  of  such  proposed  release;  provided, however, that if the Company is
advised  by  its  outside  counsel  that it is required by law or the applicable
rules  of  any  Principal  Market  to  issue  any  such  press release or public
announcement,  then,  it  may  do  so without the prior consent of the Investor,
although  it  shall  be  required  to  provide  prior  notice  (which  may be by
telephone) to the Investor that it intends to issue such press release or public
announcement.  No  release  shall name the Investor without its express consent.

     Section  12.10     Effectiveness of Agreement.  This Agreement shall become
                        --------------------------
effective  only  upon  satisfaction  of  the conditions precedent to the Initial
Closing  set  forth  in  Article  I  of  the  Escrow  Agreement.


                                       25
<PAGE>
IN  WITNESS  WHEREOF, the parties hereto have caused this Private Equity Line of
Credit  Agreement  to be executed by the undersigned, thereunto duly authorized,
as  of  the  date  first  set  forth  above.
Dated:  June  ___,  2000


                             WORLDWIDE  WIRELESS  NETWORKS,  INC.



                             By:  _____________________________________
                                  Jack  Tortorice,  Chairman  &  CEO


                             WHITSEND  INVESTMENTS  LIMITED



                             By:  _______________________________________
                                  Hans  Gassner,  Authorized  Signatory


                                       26
<PAGE>