NEITHER  THIS  WARRANT  NOR  THE  SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED  UNDER  THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
OR  ANY  OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS.
NEITHER  THIS  WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD,
PLEDGED,  TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE SECURITIES ACT OR IN A TRANSACTION
WHICH  IS  EXEMPT  FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT.


                             STOCK PURCHASE WARRANT


                  To Purchase 100,000 Shares of Common Stock of

                        WORLDWIDE WIRELESS NETWORKS, INC.

          THIS  CERTIFIES  that,  for  value  received,  ________________  (the
"Holder"), is entitled, upon the terms and subject to the conditions hereinafter
set  forth, at any time on or June __, 2000 (the "Initial Exercise Date") and on
or  prior to the close of business on June __, 2003 (the "Termination Date") but
not  thereafter, to subscribe for and purchase from Worldwide Wireless Networks,
Inc., a Nevada corporation (the "Company"), up to one hundred thousand (100,000)
shares  (the "Warrant Shares") of Common Stock, $0.001 par value, of the Company
(the  "Common  Stock").  The  purchase  price  of one share of Common Stock (the
"Exercise  Price") under this Warrant shall be $_____ (120% of the closing price
on  the Trading Day immediately preceding the Closing Date).  The Exercise Price
and  the  number of shares for which the Warrant is exercisable shall be subject
to adjustment as provided herein. In the event of any conflict between the terms
of  this  Warrant and the Convertible Debentures and Warrants Purchase Agreement
dated  June  30,  2000  pursuant  to  which  this  Warrant  has been issued (the
"Purchase  Agreement"),  the Purchase Agreement shall control. Capitalized terms
used and not otherwise defined herein shall have the meanings set forth for such
terms  in  the  Purchase  Agreement.


                                        1
<PAGE>
          1.     Title to Warrant.  Prior to the Termination Date and subject to
                 ----------------
compliance  with  applicable  laws,  this  Warrant  and all rights hereunder are
transferable, in whole or in part, at the office or agency of the Company by the
holder  hereof  in person or by duly authorized attorney, upon surrender of this
Warrant  together  with  the  Assignment  Form annexed hereto properly endorsed.

          2.     Authorization of Shares.  The Company covenants that all shares
                 -----------------------
of  Common  Stock which may be issued upon the exercise of rights represented by
this  Warrant  will, upon exercise of the rights represented by this Warrant, be
duly  authorized, validly issued, fully paid and nonassessable and free from all
taxes,  liens  and  charges in respect of the issue thereof (other than taxes in
respect  of  any  transfer  occurring  contemporaneously  with  such  issue).

          3.     Exercise  of  Warrant.  Except as provided in Section 4 herein,
                 ---------------------
exercise  of  the purchase rights represented by this Warrant may be made at any
time  or  times  on  or after the Initial Exercise Date, and before the close of
business  on  the Termination Date.  Exercise of this Warrant or any part hereof
shall  be  effected  by the surrender of this Warrant and the Notice of Exercise
Form  annexed  hereto duly executed, at the office of the Company (or such other
office  or agency of the Company as it may designate by notice in writing to the
registered holder hereof at the address of such holder appearing on the books of
the  Company)  and  upon  payment  of  the  Exercise Price of the shares thereby
purchased by wire transfer or cashier's check drawn on a United States bank, the
holder of this Warrant shall be entitled to receive a certificate for the number
of  shares  of  Common  Stock  so  purchased.  Certificates for shares purchased
hereunder  shall be delivered to the holder hereof within three (3) Trading Days
after  the  date  on  which this Warrant shall have been exercised as aforesaid.
This  Warrant  shall  be  deemed  to have been exercised and such certificate or
certificates shall be deemed to have been issued, and Holder or any other person
so  designated  to  be  named therein shall be deemed to have become a holder of
record  of  such  shares  for  all purposes, as of the date the Warrant has been
exercised by payment to the Company of the Exercise Price and all taxes required
to  be  paid  by  Holder, if any, pursuant to Section 5 prior to the issuance of
such shares, have been paid.  If this Warrant shall have been exercised in part,
the  Company  shall,  at the time of delivery of the certificate or certificates
representing  Warrant  Shares,  deliver  to  Holder a new Warrant evidencing the
rights  of  Holder to purchase the unpurchased shares of Common Stock called for
by this Warrant, which new Warrant shall in all other respects be identical with
this  Warrant.  This  Warrant  may  also  be  exercised  by means of a "cashless
exercise" in which the holder shall be entitled to receive a certificate for the
number  of shares equal to the quotient obtained by dividing [(A-B) (X)] by (A),
where:

(A)  =  the average of the high and low trading prices per share of Common Stock
on  the  Trading  Day  preceding  the  date  of  such  election;

(B)  =  the  Exercise  Price  of  the  Warrants;  and

(X)  = the number of shares issuable upon exercise of the Warrants in accordance
with  the  terms  of  this  Warrant.

          4.     No  Fractional  Shares or Scrip.  No fractional shares or scrip
                 -------------------------------
representing  fractional  shares  shall  be  issued  upon  the  exercise of this
Warrant.  As to any fraction of a share which Holder would otherwise be entitled
to  purchase  upon  such  exercise,  the  Company shall pay a cash adjustment in
respect  of  such  final  fraction  in  an  amount  equal to the Exercise Price.


                                        2
<PAGE>
          5.     Charges,  Taxes  and  Expenses.  Issuance  of  certificates for
                 ------------------------------
shares  of  Common Stock upon the exercise of this Warrant shall be made without
charge  to  the  holder hereof for any issue or transfer tax or other incidental
expense  in  respect of the issuance of such certificate, all of which taxes and
expenses  shall be paid by the Company, and such certificates shall be issued in
the  name  of  the  holder  of  this  Warrant or in such name or names as may be
directed  by  the  holder  of this Warrant; provided, however, that in the event
certificates  for  shares  of Common Stock are to be issued in a name other than
the  name  of  the  holder  of  this  Warrant, this Warrant when surrendered for
exercise  shall  be  accompanied  by  the  Assignment  Form attached hereto duly
executed  by  the  holder  hereof;  and  the Company may require, as a condition
thereto,  the  payment  of a sum sufficient to reimburse it for any transfer tax
incidental  thereto.

          6.     Closing  of  Books.  The Company will not close its shareholder
                 ------------------
books  or  records  in  any  manner  which  prevents the timely exercise of this
Warrant.

          7.     Transfer,  Division and Combination.  (a) Subject to compliance
                 -----------------------------------
with  any  applicable  securities  laws, transfer of this Warrant and all rights
hereunder,  in whole or in part, shall be registered on the books of the Company
to  be  maintained  for  such  purpose,  upon  surrender  of this Warrant at the
principal  office  of  the  Company,  together with a written assignment of this
Warrant substantially in the form attached hereto duly executed by Holder or its
agent  or  attorney  and funds sufficient to pay any transfer taxes payable upon
the  making  of  such  transfer.  Upon  such  surrender  and,  if required, such
payment,  the Company shall execute and deliver a new Warrant or Warrants in the
name  of  the  assignee  or  assignees  and in the denomination or denominations
specified  in  such  instrument of assignment, and shall issue to the assignor a
new  Warrant  evidencing  the  portion of this Warrant not so assigned, and this
Warrant  shall  promptly  be cancelled.  A Warrant, if properly assigned, may be
exercised  by  a  new  holder for the purchase of shares of Common Stock without
having  a  new  Warrant  issued.

               (b)     This  Warrant  may  be  divided  or  combined  with other
Warrants  upon  presentation  hereof  at  the  aforesaid  office of the Company,
together  with  a written notice specifying the names and denominations in which
new  Warrants  are  to  be  issued,  signed  by Holder or its agent or attorney.
Subject  to  compliance  with  Section  7(a),  as  to  any transfer which may be
involved  in such division or combination, the Company shall execute and deliver
a  new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or  combined  in  accordance  with  such  notice.

               (c)     The  Company  shall prepare, issue and deliver at its own
expense  (other  than  transfer  taxes)  the  new Warrant or Warrants under this
Section  7.

               (d)     The  Company agrees to maintain, at its aforesaid office,
books  for  the  registration  and the registration of transfer of the Warrants.

          8.     No Rights as Shareholder until Exercise.  This Warrant does not
                 ---------------------------------------
entitle  the holder hereof to any voting rights or other rights as a shareholder
of the Company prior to the exercise hereof.  Upon the surrender of this Warrant
and the payment of the aggregate Exercise Price, the Warrant Shares so purchased
shall  be  and be deemed to be issued to such holder as the record owner of such
shares as of the close of business on the later of the date of such surrender or
payment.


                                        3
<PAGE>
          9.     Loss, Theft, Destruction or Mutilation of Warrant.  The Company
                 -------------------------------------------------
covenants  that  upon receipt by the Company of evidence reasonably satisfactory
to  it of the loss, theft, destruction or mutilation of this Warrant certificate
or  any  stock  certificate relating to the Warrant Shares, and in case of loss,
theft  or  destruction,  of  indemnity or security reasonably satisfactory to it
(which  shall  not  include  the  posting  of  any bond), and upon surrender and
cancellation  of  such  Warrant  or stock certificate, if mutilated, the Company
will make and deliver a new Warrant or stock certificate of like tenor and dated
as  of  such  cancellation,  in  lieu  of  such  Warrant  or  stock certificate.

          10.     Saturdays,  Sundays,  Holidays, etc.  If the last or appointed
                  -----------------------------------
day  for  the  taking  of  any action or the expiration of any right required or
granted  herein shall be a Saturday, Sunday or a legal holiday, then such action
may  be  taken  or  such right may be exercised on the next succeeding day not a
Saturday,  Sunday  or  legal  holiday.

          11.     Adjustments  of  Exercise  Price and Number of Warrant Shares.
                  -------------------------------------------------------------
(a)  Stock  Splits,  etc. The number and kind of securities purchasable upon the
     --------------------
exercise  of  this Warrant and the Exercise Price shall be subject to adjustment
from  time  to  time  upon  the  happening of any of the following.  In case the
Company  shall  (i)  pay  a  dividend  in  shares  of  Common  Stock  or  make a
distribution  in  shares  of  Common  Stock to holders of its outstanding Common
Stock,  (ii)  subdivide  its  outstanding  shares of Common Stock into a greater
number of shares of Common Stock, (iii) combine its outstanding shares of Common
Stock  into  a smaller number of shares of Common Stock or (iv) issue any shares
of  its capital stock in a reclassification of the Common Stock, then the number
of  Warrant  Shares  purchasable upon exercise of this Warrant immediately prior
thereto  shall  be adjusted so that the holder of this Warrant shall be entitled
to  receive  the  kind  and  number of Warrant Shares or other securities of the
Company  which  he  would  have  owned or have been entitled to receive had such
Warrant  been  exercised  in  advance thereof.  Upon each such adjustment of the
kind  and  number of Warrant Shares or other securities of the Company which are
purchasable  hereunder,  the holder of this Warrant shall thereafter be entitled
to purchase the number of Warrant Shares or other securities resulting from such
adjustment  at an Exercise Price per Warrant Share or other security obtained by
multiplying the Exercise Price in effect immediately prior to such adjustment by
the  number  of  Warrant Shares purchasable pursuant hereto immediately prior to
such adjustment and dividing by the number of Warrant Shares or other securities
of  the  Company resulting from such adjustment.  An adjustment made pursuant to
this  paragraph  shall  become effective immediately after the effective date of
such  event  retroactive  to  the  record  date,  if  any,  for  such  event.

               (b)     Reorganization,  Reclassification,  Merger, Consolidation
                       ---------------------------------------------------------
or  Disposition  of  Assets.  In  case the Company shall reorganize its capital,
---------------------------
reclassify  its  capital  stock,  consolidate  or  merge  with  or  into another
corporation  (where  the Company is not the surviving corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all its property,
assets  or  business  to  another corporation and, pursuant to the terms of such
reorganization,  reclassification,  merger,  consolidation  or  disposition  of


                                        4
<PAGE>
assets, shares of common stock of the successor or acquiring corporation, or any
cash,  shares  of stock or other securities or property of any nature whatsoever
(including  warrants or other subscription or purchase rights) in addition to or
in  lieu  of  common  stock  of  the  successor or acquiring corporation ("Other
Property"),  are to be received by or distributed to the holders of Common Stock
of  the  Company,  then  Holder shall have the right thereafter to receive, upon
exercise  of this Warrant, the number of shares of common stock of the successor
or  acquiring corporation or of the Company, if it is the surviving corporation,
and  Other  Property  receivable  upon  or  as  a result of such reorganization,
reclassification,  merger, consolidation or disposition of assets by a holder of
the  number  of  shares  of  Common  Stock for which this Warrant is exercisable
immediately  prior  to  such  event.  In  case  of  any  such  reorganization,
reclassification,  merger, consolidation or disposition of assets, the successor
or  acquiring corporation (if other than the Company) shall expressly assume the
due  and  punctual  observance  and  performance  of each and every covenant and
condition  of  this  Warrant to be performed and observed by the Company and all
the  obligations and liabilities hereunder, subject to such modifications as may
be deemed appropriate (as determined in good faith by resolution of the Board of
Directors  of  the  Company)  in  order  to provide for adjustments of shares of
Common  Stock  for  which  this  Warrant is exercisable which shall be as nearly
equivalent  as  practicable  to the adjustments provided for in this Section 11.
For  purposes  of  this  Section 11, "common stock of the successor or acquiring
corporation"  shall  include stock of such corporation of any class which is not
preferred  as  to  dividends  or  assets  over  any other class of stock of such
corporation  and  which  is not subject to redemption and shall also include any
evidences  of  indebtedness,  shares  of  stock  or  other  securities which are
convertible  into or exchangeable for any such stock, either immediately or upon
the  arrival  of  a specified date or the happening of a specified event and any
warrants  or  other  rights  to  subscribe  for or purchase any such stock.  The
foregoing  provisions  of  this  Section  11 shall similarly apply to successive
reorganizations,  reclassifications,  mergers,  consolidations or disposition of
assets.

          12.     Voluntary  Adjustment  by the Company.  The Company may at any
                  -------------------------------------
time  during the term of this Warrant, reduce the then current Exercise Price to
any  amount  and  for  any  period  of  time  deemed appropriate by the Board of
Directors  of  the  Company.

          13.     Notice  of  Adjustment.  Whenever the number of Warrant Shares
                  ----------------------
or  number or kind of securities or other property purchasable upon the exercise
of  this  Warrant  or  the  Exercise  Price  is adjusted as herein provided, the
Company  shall  promptly  mail  by  registered or certified mail, return receipt
requested,  to  the  holder  of  this  Warrant  notice  of  such  adjustment  or
adjustments  setting forth the number of Warrant Shares (and other securities or
property)  purchasable  upon the exercise of this Warrant and the Exercise Price
of such Warrant Shares (and other securities or property) after such adjustment,
setting  forth  a  brief  statement  of  the facts requiring such adjustment and
setting  forth  the computation by which such adjustment was made.  Such notice,
in  the  absence  of  manifest  error,  shall  be  conclusive  evidence  of  the
correctness  of  such  adjustment.

          14.   Notice  of  Corporate  Action.  If  at  any  time:
                -----------------------------

               (a)     the  Company  shall  take  a record of the holders of its
Common  Stock  for  the purpose of entitling them to receive a dividend or other
distribution,  or  any  right  to subscribe for or purchase any evidences of its
indebtedness,  any  shares  of  stock  of  any  class or any other securities or
property,  or  to  receive  any  other  right,  or


                                        5
<PAGE>
               (b)     there shall be any capital reorganization of the Company,
any  reclassification or recapitalization of the capital stock of the Company or
any  consolidation or merger of the Company with, or any sale, transfer or other
disposition  of all or substantially all the property, assets or business of the
Company  to,  another  corporation  or,

               (c)     there  shall  be  a voluntary or involuntary dissolution,
liquidation  or  winding  up  of  the  Company;

then,  in any one or more of such cases, the Company shall give to Holder (i) at
least  30 calendar days' prior written notice of the date on which a record date
shall  be  selected  for such dividend, distribution or right or for determining
rights  to vote in respect of any such reorganization, reclassification, merger,
consolidation,  sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 30
calendar  days' prior written notice of the date when the same shall take place.
Such  notice  in accordance with the foregoing clause also shall specify (i) the
date  on  which any such record is to be taken for the purpose of such dividend,
distribution  or  right,  the date on which the holders of Common Stock shall be
entitled  to  any  such  dividend,  distribution  or  right,  and the amount and
character  thereof,  and  (ii)  the  date  on  which  any  such  reorganization,
reclassification,  merger,  consolidation,  sale,  transfer,  disposition,
dissolution,  liquidation  or  winding  up is to take place and the time, if any
such  time  is  to  be  fixed,  as of which the holders of Common Stock shall be
entitled  to  exchange  their  shares  of  Common  Stock for securities or other
property  deliverable upon such disposition, dissolution, liquidation or winding
up.  Each such written notice shall be sufficiently given if addressed to Holder
at  the  last  address  of  Holder  appearing  on  the  books of the Company and
delivered  in  accordance  with  Section  16(d).  To  the extent that the notice
required  to  be  given to Holder hereunder is material, non-public information,
then  such  Holder shall sign such confidentiality agreement with the Company as
it  or  its  counsel  may  reasonably  require  to protect against the premature
disclosure  of  such  event.

          15.     Authorized  Shares.  The  Company  covenants  that  during the
                  ------------------
period  the  Warrant  is  outstanding,  it  will reserve from its authorized and
unissued  Common Stock a sufficient number of shares to provide for the issuance
of  the  Warrant  Shares  upon  the  exercise  of any purchase rights under this
Warrant.  The  Company further covenants that its issuance of this Warrant shall
constitute  full  authority  to  its  officers  who are charged with the duty of
executing stock certificates to execute and issue the necessary certificates for
the  Warrant Shares upon the exercise of the purchase rights under this Warrant.
The  Company  will take all such reasonable action as may be necessary to assure
that  such  Warrant Shares may be issued as provided herein without violation of
any  applicable  law  or  regulation,  or  of any requirements of  the Principal
Market  upon  which  the  Common  Stock  may  be  listed.

               The  Company  shall  not  by  any  action,  including,  without
limitation,  amending  its  certificate  of  incorporation  or  through  any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale  of  securities  or  any other voluntary action, avoid or seek to avoid the
observance  or  performance of any of the terms of this Warrant, but will at all
times  in  good  faith  assist  in the carrying out of all such terms and in the
taking  of  all  such  actions as may be necessary or appropriate to protect the
rights  of  Holder  against  impairment.  Without limiting the generality of the


                                        6
<PAGE>
foregoing,  the  Company  will  (a)  not increase the par value of any shares of
Common  Stock  receivable  upon  the  exercise  of this Warrant above the amount
payable  therefor  upon  such exercise immediately prior to such increase in par
value, (b) take all such action as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and nonassessable shares of
Common  Stock  upon  the  exercise of this Warrant, and (c) use all commercially
reasonable  efforts  to  obtain  all such authorizations, exemptions or consents
from  any public regulatory body having jurisdiction thereof as may be necessary
to  enable  the  Company  to  perform  its  obligations  under  this  Warrant.

               Upon  the  request of Holder, the Company will at any time during
the  period  this  Warrant  is  outstanding  acknowledge  in  writing,  in  form
reasonably  satisfactory  to Holder, the continuing validity of this Warrant and
the  obligations  of  the  Company  hereunder.

               Before taking any action which would cause an adjustment reducing
the  current  Exercise  Price below the then par value, if any, of the shares of
Common  Stock issuable upon exercise of the Warrants, the Company shall take any
corporate  action  which  may be necessary in order that the Company may validly
and  legally  issue fully paid and non-assessable shares of such Common Stock at
such  adjusted  Exercise  Price.

               Before  taking  any action which would result in an adjustment in
the number of shares of Common Stock for which this Warrant is exercisable or in
the  Exercise  Price,  the  Company  shall  obtain  all  such  authorizations or
exemptions  thereof,  or  consents  thereto, as may be necessary from any public
regulatory  body  or  bodies  having  jurisdiction  thereof.

          16.     Miscellaneous.

               (a)     Jurisdiction.  This  Warrant  shall  be  binding upon any
                       ------------
successors  or assigns of the Company.  This Warrant shall constitute a contract
under  the laws of New York  without regard to its conflict of law principles or
rules,  and  be  subject  to  arbitration pursuant to the terms set forth in the
Purchase  Agreement.

               (b)     Restrictions.  The  holder  hereof  acknowledges that the
                       ------------
Warrant  Shares  acquired  upon the exercise of this Warrant, if not registered,
will have restrictions upon resale imposed by state and federal securities laws.

               (c)     Nonwaiver  and  Expenses.  No  course  of  dealing or any
                       ------------------------
delay  or  failure  to  exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice Holder's rights, powers
or  remedies,  notwithstanding all rights hereunder terminate on the Termination
Date.  If  the  Company willfully fails to comply with any material provision of
this  Warrant,  the  Company  shall  pay  to  Holder  such  amounts  as shall be
sufficient  to  cover  any  costs  and  expenses  including, but not limited to,
reasonable  attorneys'  fees, including those of appellate proceedings, incurred
by  Holder  in  collecting  any  amounts  due  pursuant  hereto  or in otherwise
enforcing  any  of  its  rights,  powers  or  remedies  hereunder.


                                        7
<PAGE>
               (d)     Notices.  Any  notice, request or other document required
                       -------
or  permitted to be given or delivered to the holder hereof by the Company shall
be delivered in accordance with the notice provisions of the Purchase Agreement.

               (e)     Limitation  of  Liability.  No  provision  hereof, in the
                       -------------------------
absence  of affirmative action by Holder to purchase shares of Common Stock, and
no  enumeration  herein of the rights or privileges of Holder hereof, shall give
rise to any liability of Holder for the purchase price of any Common Stock or as
a  stockholder of the Company, whether such liability is asserted by the Company
or  by  creditors  of  the  Company.

               (f)     Remedies.  Holder,  in  addition  to  being  entitled  to
                       --------
exercise  all  rights  granted  by  law,  including recovery of damages, will be
entitled  to specific performance of its rights under this Warrant.  The Company
agrees  that  monetary  damages  would not be adequate compensation for any loss
incurred  by  reason  of  a  breach  by it of the provisions of this Warrant and
hereby agrees to waive the defense in any action for specific performance that a
remedy  at  law  would  be  adequate.

               (g)     Successors and Assigns.  Subject to applicable securities
                       ----------------------
laws,  this  Warrant and the rights and obligations evidenced hereby shall inure
to  the  benefit  of  and  be binding upon the successors of the Company and the
successors  and permitted assigns of Holder.  The provisions of this Warrant are
intended  to be for the benefit of all Holders from time to time of this Warrant
and  shall  be  enforceable  by  any  such  Holder  or holder of Warrant Shares.

               (h)     Indemnification.  The  Company  agrees  to  indemnify and
                       ---------------
hold  harmless  Holder  from  and  against any liabilities, obligations, losses,
damages,  penalties,  actions, judgments, suits, claims, costs, attorneys' fees,
expenses and disbursements of any kind which may be imposed upon, incurred by or
asserted  against Holder in any manner relating to or arising out of any failure
by  the  Company  to  perform  or  observe  in  any  material respect any of its
covenants,  agreements,  undertakings  or obligations set forth in this Warrant;
provided,  however,  that the Company will not be liable hereunder to the extent
--------   -------
that  any  liabilities,  obligations,  losses,  damages,  penalties,  actions,
judgments,  suits, claims, costs, attorneys' fees, expenses or disbursements are
found  in  a  final  non-appealable  judgment  by  a court to have resulted from
Holder's  negligence,  bad  faith  or  willful  misconduct  in its capacity as a
stockholder  or  warrantholder  of  the  Company.

               (i)     Amendment.  This  Warrant  may  be modified or amended or
                       ---------
the  provisions  hereof  waived  with the written consent of the Company and the
Holder.

               (j)     Severability.  Wherever  possible, each provision of this
                       ------------
Warrant  shall  be interpreted in such manner as to be effective and valid under
applicable  law,  but if any provision of this Warrant shall be prohibited by or
invalid  under applicable law, such provision shall be ineffective to the extent
of  such  prohibition  or invalidity, without invalidating the remainder of such
provisions  or  the  remaining  provisions  of  this  Warrant.

               (k)     Headings.  The  headings used in this Warrant are for the
                       --------
convenience  of  reference only and shall not, for any purpose, be deemed a part
of  this  Warrant.


                                        8
<PAGE>
          IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by  its  officer  thereunto  duly  authorized.


Dated:  June __, 2000
                                         WORLDWIDE  WIRELESS  NETWORKS,  INC.



                                         By:____________________________________
                                             Jack Tortorice, Chairman & CEO


                                        9
<PAGE>
                               NOTICE OF EXERCISE



To:     Worldwide  Wireless  Networks,  Inc.



          (1)     The  undersigned  hereby elects to purchase ________ shares of
Common Stock (the "Common Stock"), of Worldwide Wireless Networks, Inc. pursuant
to  the  terms  of  the  attached  Warrant,  and tenders herewith payment of the
exercise  price  in  full,  together with all applicable transfer taxes, if any.

          (2)     Please  issue  a  certificate  or  certificates  representing
said shares of Common Stock in the name of the undersigned or in such other name
as  is  specified  below:

               _______________________________
               (Name)

               _______________________________
               (Address)
               _______________________________




Dated:


                                                  ______________________________
                                                  Signature


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                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)



          FOR  VALUE  RECEIVED,  the  foregoing Warrant and all rights evidenced
thereby  are  hereby  assigned  to

_______________________________________________  whose  address  is

_______________________________________________________________.



_______________________________________________________________

                                         Dated:  ______________,  _______


               Holder's  Signature:     ___________________________

               Holder's  Address:     _____________________________

                                      _____________________________



Signature  Guaranteed:  ___________________________________________




NOTE:  The signature to this Assignment Form must correspond with the name as it
appears  on  the  face  of the Warrant, without alteration or enlargement or any
change  whatsoever, and must be guaranteed by a bank or trust company.  Officers
of  corporations  and  those  acting  in  an  fiduciary  or other representative
capacity  should  file  proper  evidence  of  authority  to assign the foregoing
Warrant.


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