REGISTRATION RIGHTS AGREEMENT

THIS  REGISTRATION  RIGHTS  AGREEMENT,  dated  as of the 19th day of June, 2000,
between Whitsend Investments Limited ("Holder") and Worldwide Wireless Networks,
Inc.,  a  corporation  incorporated  under  the laws of the State of Nevada (the
"Company").

     WHEREAS,  simultaneously with the execution and delivery of this Agreement,
pursuant  to  a  Private Equity Line of Credit Agreement between the Company and
the  Investor  dated  the  date hereof (the "Purchase Agreement") the Holder has
committed to purchase up to $20,000,000 of the Company's Common Stock (terms not
defined  herein  shall  have  the  meanings  ascribed  to  them  in the Purchase
Agreement);  and

     WHEREAS, the Company desires to grant to the Holder the registration rights
set forth herein with respect to the Put Shares and the Blackout Shares issuable
upon  exercise  of  the  Company's  Put rights from time to time and the Warrant
Shares  (hereinafter  referred to as the "Put Shares" or "Stock" or "Securities"
of  the  Company).

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

     Section  1.  Registrable  Securities.  As used herein the term "Registrable
                  -----------------------
Security"  means the Securities until the earlier to occur of (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  Securities  without  restriction  under the Securities Act, and the
Company  has delivered a new certificate or other evidence of ownership for such
Put Shares and Warrant Shares 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. The
term  "Registrable  Securities"  means  any and/or all of the securities falling
within  the  foregoing  definition of a "Registrable Security."  In the event of
any  merger,  reorganization, consolidation, recapitalization or other change in
corporate  structure affecting the Common Stock, such adjustment shall be deemed
to  be  made  in  the  definition of "Registrable Security" as is appropriate in
order  to  prevent any dilution or enlargement of the rights granted pursuant to
this  Agreement.

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


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

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

     (b)     file  with  the Commission in a timely manner all reports and other
documents  required  to  be filed by the Company pursuant to Section 13 or 15(d)
under  the  Exchange  Act;  and,  if at any time it is not required to file such
reports  but in the past had been required to or did file such reports, it will,
upon the request of any Holder, make available other information as required by,
and so long as necessary to permit sales of, its Registrable Securities pursuant
to  Rule  144.

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

     (a)     The  Company  agrees  that  it  will  prepare  and  file  with  the
Securities  and  Exchange Commission ("Commission"), within forty-five (45) days
after  the  date  hereof,  a  registration statement (on Form S-1, S-3, or other
appropriate  form  of  registration  statement)  under  the  Securities Act (the
"Registration  Statement"),  at  the  sole  expense  of  the  Company (except as
provided  in  Section 3(c) hereof), so as to permit a public offering and resale
of  the  Securities  under  the  Act  by  Holder.

               The  Company  shall  use its reasonable best efforts to cause the
Registration Statement to become effective within ninety (90) days from the date
hereof,  or,  if  earlier,  within  five  (5)  days  of SEC clearance to request
acceleration  of  effectiveness.  The Company shall receive an additional thirty
(30)  days  (without  penalty  hereunder) to cause the Registration Statement to
become  effective  in the event that the SEC requests review of the Registration
Statement.  If  the Registration Statement is not declared effective by December
1,  2000,  this  Agreement  and  the  Purchase  Agreement  may  be terminated in
accordance  with  the terms of the Purchase.  The number of shares designated in
the Registration Statement to be registered shall be at such number of shares as
the  Investor  reasonably expects to issue pursuant to this Agreement (including
the  Warrant  Shares and Blackout Shares) and shall include appropriate language
regarding reliance upon Rule 416 to the extent permitted by the Commission.  The
Company  will  notify  Holder of the effectiveness of the Registration Statement
within  twenty-four  (24)  hours  of  such  an  event.


     (b)     The  Company  will  maintain  the  Registration  Statement  or
post-effective  amendment  filed under this Section 3 hereof effective under the
Securities Act until the earlier of (i) the date that none of the Securities are
or  may  become issued and outstanding, (ii) the date that all of the Securities
have  been  sold  pursuant  to  the  Registration  Statement, (iii) the date the
holders  thereof  receive  an  opinion  of counsel to the Company, which counsel
shall  be  reasonably  acceptable to the Holder, that the Securities may be sold
under  the  provisions  of  Rule  144  without limitation as to volume, (iv) all
Securities  have been otherwise transferred to persons who may trade such shares
without  restriction  under  the Securities Act, and the Company has delivered a
new certificate or other evidence of ownership for such securities not bearing a
restrictive  legend,  or (v) all Securities may be sold without any time, volume
or  manner  limitations pursuant to Rule 144(k) or any similar provision then in
effect  under the Securities Act in the opinion of counsel to the Company, which
counsel  shall  be  reasonably  acceptable  to  the  Holder  (the "Effectiveness
Period").


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     (c)     All  fees,  disbursements  and  out-of-pocket  expenses  and  costs
incurred  by  the  Company  in connection with the preparation and filing of the
Registration  Statement under subparagraph 3(a) and in complying with applicable
securities and Blue Sky laws (including, without limitation, all attorneys' fees
of  the  Company) shall be borne by the Company.  The Holder shall bear the cost
of  underwriting  and/or  brokerage  discounts,  fees  and  commissions, if any,
applicable  to  the Securities being registered and the fees and expenses of its
counsel.  The  Holder  and  its  counsel  shall have a reasonable period, not to
exceed  ten  (10) Trading Days, to review the proposed Registration Statement or
any  amendment  thereto,  prior  to  filing with the Commission, and the Company
shall  provide  each Holder with copies of any comment letters received from the
Commission  with respect thereto within two (2) Trading Days of receipt thereof.
The  Company  shall  make  reasonably  available  for  inspection by Holder, any
underwriter  participating  in  any  disposition  pursuant  to  the Registration
Statement,  and  any attorney, accountant or other agent retained by such Holder
or  any  such  underwriter  all  relevant financial and other records, pertinent
corporate  documents  and  properties  of  the Company and its subsidiaries, and
cause  the Company's officers, directors and employees to supply all information
reasonably  requested  by  such  Holder  or  any  such  underwriter,  attorney,
accountant or agent in connection with the Registration Statement, in each case,
as  is customary for similar due diligence examinations; provided, however, that
                                                         --------  -------
all  records,  information  and  documents that are designated in writing by the
Company,  in good faith, as confidential, proprietary or containing any material
non-public  information  shall  be kept confidential by such Holder and any such
underwriter,  attorney,  accountant  or  agent  (pursuant  to  an  appropriate
confidentiality  agreement in the case of any such Holder or agent), unless such
disclosure  is  made  pursuant  to judicial process in a court proceeding (after
first  giving  the Company an opportunity promptly to seek a protective order or
otherwise  limit  the  scope  of  the  information sought to be disclosed) or is
required  by  law, or such records, information or documents become available to
the  public  generally  or  through  a  third  party  not  in  violation  of  an
accompanying  obligation  of  confidentiality; and provided further that, if the
                                                   -------- -------
foregoing  inspection  and  information  gathering  would  otherwise disrupt the
Company's  conduct  of  its  business, such inspection and information gathering
shall,  to  the  maximum extent possible, be coordinated on behalf of the Holder
and the other parties entitled thereto by one firm of counsel designed by and on
behalf  of  the  majority  in interest of Holder and other parties.  The Company
shall  qualify  any  of  the  securities  for sale in such states as such Holder
reasonably  designates  and shall furnish indemnification in the manner provided
in  Section  6 hereof.  However, the Company shall not be required to qualify in
any  state  which  will  require  an escrow or other restriction relating to the
Company  and/or  the sellers, or which will require the Company to qualify to do
business  in  such  state  or  require  the  Company to file therein any general
consent  to  service  of  process.  The  Company  at its expense will supply the
Holder  with  copies  of  the Registration Statement and the prospectus included
therein  and  other  related  documents  in such quantities as may be reasonably
requested  by  the  Holder.


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

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

     (f) If at any time or from  time to time  after the  effective  date of the
Registration  Statement,  the  Company  notifies  the  Holder in  writing of the
existence of a Potential  Material Event (as defined in Section 3(g) below), the
Holder shall not offer or sell any Securities or engage in any other transaction
involving or relating to Securities,  from the time of the giving of notice with
respect to a Potential  Material Event until such Holder receives written notice
from the Company that such Potential Material Event either has been disclosed to
the  public or no longer  constitutes  a  Potential  Material  Event;  provided,
                                                                       --------
however, that if the Company so suspends the right to such holders of Securities
-------
for more than thirty (30) days in the aggregate  during any twelve month period,
during the periods the  Registration  Statement is required to be in effect such
excess periods shall be a Registration  Default,  and shall entitle the Investor
to receive Blackout Shares as provided in the Purchase Agreement. If a Potential
Material  Event  shall  occur prior to the date the  Registration  Statement  is
filed, then the Company's obligation to file the Registration Statement shall be
delayed  without  penalty for not more than thirty (30) days.  The Company  must
give Holder  notice in writing at least two (2) Trading  Days prior to the first
day of the blackout period,  if lawful to do so. (g) "Potential  Material Event"
means any of the  following:  (a) the  possession  by the  Company  of  material
information  that is not ripe for  disclosure in a  registration  statement,  as
determined  in good  faith  by the  Chief  Executive  Officer  or the  Board  of
Directors  of  the  Company  or  that  disclosure  of  such  information  in the
Registration  Statement  would be detrimental to the business and affairs of the
Company;  or (b) any material engagement or activity by the Company which would,
in the good faith  determination of the Chief Executive  Officer or the Board of
Directors of the Company,  be adversely affected by disclosure in a registration
statement at such time, which determination shall be accompanied by a good faith
determination  by the Chief  Executive  Officer or the Board of Directors of the
Company that the Registration  Statement would be materially  misleading  absent
the inclusion of such information.

     Section  4.  Cooperation  with  Company.  Holder  will  cooperate  with the
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Company  in  all  respects  in  connection with this Agreement, including timely
supplying  all  information  reasonably  requested  by  the Company (which shall
include  all information regarding the Holder and proposed manner of sale of the
Registrable  Securities  required to be disclosed in the Registration Statement)
and  executing  and  returning  all documents reasonably requested in connection
with  the  registration and sale of the Registrable Securities and entering into
and performing its obligations under any underwriting agreement, if the offering
is  an  underwritten  offering,  in  usual and customary form, with the managing
underwriter  or  underwriters of such underwritten offering. The Holder consents
to  be  named  as  a  statutory  underwriter  in  the  Registration  Statement.

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

     (a)     (i)     prepare  and  file  with the Commission such amendments and
supplements  to the Registration Statement and the prospectus used in connection
therewith  as may be necessary to keep such registration statement effective and
to  comply  with  the  provisions  of  the Act with respect to the sale or other
disposition  of  all  securities covered by such registration statement whenever
the  Holder  of  such  Registrable  Securities shall desire to sell or otherwise
dispose  of the same (including prospectus supplements with respect to the sales
of  securities  from  time  to  time in connection with a registration statement
pursuant  to Rule 415 promulgated under the Act) and (ii) take all lawful action
such  that each of (A) the Registration Statement and any amendment thereto does
not,  when  it becomes effective, contain an untrue statement of a material fact
or  omit  to state a material fact required to be stated therein or necessary to
make  the statements therein, not misleading and (B) the Prospectus forming part
of the Registration Statement, and any amendment or supplement thereto, does not
at  any  time  during  the  Registration Period include an untrue statement of a
material  fact or omit to state a material fact required to be stated therein or
necessary  to  make  the statements therein, in light of the circumstances under
which  they  were  made,  not  misleading.

     (b)     (i)     prior to the filing with the Commission of any Registration
Statement (including any amendments thereto) and the distribution or delivery of
any prospectus (including any supplements thereto), provide draft copies thereof
to  the  Holders  and reflect in such documents all such comments as the Holders
(and  their counsel) reasonably may propose and (ii) furnish to each Holder such
numbers  of  copies  of  a  prospectus including a preliminary prospectus or any
amendment or supplement to any prospectus, as applicable, in conformity with the
requirements of the Act, and such other documents, as such Holder may reasonably
request  in  order  to  facilitate  the  public sale or other disposition of the
securities  owned  by  such  Holder;

     (c)  register  and  qualify  the  Registrable  Securities  covered  by  the
Registration  Statement  under  such other  securities  or blue sky laws of such
jurisdictions as the Holder shall reasonably request (subject to the limitations
set forth in Section 3(d) above), and do any and all other acts and things which
may be necessary or  advisable  to enable each Holder to  consummate  the public
sale or other  disposition in such  jurisdiction of the securities owned by such
Holder,  except that the Company  shall not for any such  purpose be required to
qualify to do business as a foreign  corporation in any jurisdiction  wherein it
is not so  qualified  or to file  therein  any  general  consent  to  service of
process;

     (d) list such Registrable  Securities on the Primary Market,  and any other
exchange on which the Common Stock of the Company is then listed, if the listing
of such  Registrable  Securities  is then  permitted  under  the  rules  of such
exchange;

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


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

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

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

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

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

     Section  6.  Indemnification.
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     (a)     The  Company  agrees  to indemnify and hold harmless the Holder and
each  person,  if  any,  who  controls  the  Holder  within  the  meaning of the
Securities  Act  ("Distributing  Holder") against any losses, claims, damages or
liabilities,  joint or several (which shall, for all purposes of this Agreement,
include,  but  not  be  limited  to,  all  reasonable  costs  of  defense  and
investigation  and  all  reasonable  attorneys' fees), to which the Distributing
Holder  may  become  subject,  under the Securities Act or otherwise, insofar as
such  losses,  claims,  damages  or  liabilities (or actions in respect thereof)
arise  out of or are based upon any untrue statement or alleged untrue statement
of  any  material  fact  contained in the Registration Statement, or any related
preliminary  prospectus, final prospectus or amendment or supplement thereto, or


<PAGE>
arise out of or are based upon the omission or alleged omission to state therein
a  material  fact  required  to  be  stated  therein  or  necessary  to make the
statements  therein not misleading; provided, however, that the Company will not
be  liable  in  any such case to the extent that any such loss, claim, damage or
liability  arises  out of or is based upon an untrue statement or alleged untrue
statement  or  omission or alleged omission made in the Registration  Statement,
preliminary  prospectus, final prospectus or amendment  or supplement thereto in
reliance  upon,  and  in  conformity  with, written information furnished to the
Company  by  the  Distributing  Holder,  specifically for use in the preparation
thereof.  This  Section  6(a) shall not inure to the benefit of any Distributing
Holder  with  respect  to  any  person  asserting  such  loss,  claim, damage or
liability who purchased the Registrable Securities which are the subject thereof
if  the  Distributing  Holder  failed  to  send  or  give  (in  violation of the
Securities  Act  or  the rules and regulations promulgated thereunder) a copy of
the  prospectus  contained  in  such Registration Statement to such person at or
prior to the written confirmation to such person of the sale of such Registrable
Securities,  where  the  Distributing  Holder  was  obligated to do so under the
Securities  Act  or  the  rules  and  regulations  promulgated thereunder.  This
indemnity  agreement  will be in addition to any liability which the Company may
otherwise  have.

     Each  Distributing  Holder  agrees that it will indemnify and hold harmless
the  Company,  and  each officer, director of the Company or person, if any, who
controls  the  Company  within  the  meaning  of the Securities Act, against any
losses,  claims,  damages  or liabilities (which shall, for all purposes of this
Agreement,  include,  but not be limited to, all reasonable costs of defense and
investigation  and  all  reasonable attorneys' fees) to which the Company or any
such  officer,  director  or  controlling  person  may  become subject under the
Securities  Act  or  otherwise,  insofar  as  such  losses,  claims,  damages or
liabilities  (or  actions in respect thereof) arise out of or are based upon any
untrue  statement  or alleged untrue statement of any material fact contained in
the  Registration  Statement,  or  any  related  preliminary  prospectus,  final
prospectus or amendment or supplement thereto, or arise out of or are based upon
the  omission  or the alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
but in each case only to the extent that such untrue statement or alleged untrue
statement  or  omission  or  alleged  omission  was  made  in  the  Registration
Statement,  preliminary  prospectus, final prospectus or amendment or supplement
thereto  in reliance upon, and in conformity with, written information furnished
to  the  Company  by  such  Distributing  Holder,  specifically  for  use in the
preparation  thereof.  This  indemnity  agreement  will  be  in  addition to any
liability  which  the  Distributing  Holder  may otherwise have. Notwithstanding
anything  to  the contrary herein, the Distributing Investor shall not be liable
under  this  Section  6(b)  for any amount in excess of the net proceeds to such
Distributing Investor as a result of the sale of Registrable Securities pursuant
to  the  Registration  Statement.

     (b)     Promptly after receipt by an indemnified party under this Section 6
of  notice  of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section  6,  notify  the indemnifying party of the commencement thereof; but the
omission  so  to notify the indemnifying party will not relieve the indemnifying
party  from  any  liability which it may have to any indemnified party except to
the  extent of actual prejudice demonstrated by the indemnifying party.  In case
any  such  action  is brought against any indemnified party, and it notifies the
indemnifying  party  of the commencement thereof, the indemnifying party will be
entitled  to  participate  in, and, to the extent that it may wish, jointly with


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any  other  indemnifying  party  similarly notified, assume the defense thereof,
subject  to  the provisions herein stated and after notice from the indemnifying
party  to  such  indemnified  party  of  its  election  so to assume the defense
thereof,  the  indemnifying  party  will not be liable to such indemnified party
under  this  Section  6 for any legal or other expenses subsequently incurred by
such  indemnified  party  in  connection  with  the  defense  thereof other than
reasonable  costs  of  investigation,  unless  the  indemnifying party shall not
pursue the action to its final conclusion.  The indemnified party shall have the
right  to  employ  separate counsel in any such action and to participate in the
defense  thereof,  but the fees and expenses of such counsel shall not be at the
expense  of  the  indemnifying  party  if the indemnifying party has assumed the
defense  of  the  action with counsel reasonably satisfactory to the indemnified
party;  provided  that  if the indemnified party is the Distributing Holder, the
fees  and  expenses  of such counsel shall be at the expense of the indemnifying
party  if (i) the employment of such counsel has been specifically authorized in
writing  by the indemnifying party, or (ii) the named parties to any such action
(including  any  impleaded parties) include both the Distributing Holder and the
indemnifying  party  and the Distributing Holder shall have been advised by such
counsel  that  there  may  be  one  or  more  legal  defenses  available  to the
indemnifying  party  different from or in conflict with any legal defenses which
may  be  available  to  the  Distributing Holder (in which case the indemnifying
party shall not have the right to assume the defense of such action on behalf of
the  Distributing  Holder,  it  being understood, however, that the indemnifying
party  shall,  in  connection  with  any  one  such  action  or  separate  but
substantially similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances, be liable only for the reasonable
fees and expenses of one separate firm of attorneys for the Distributing Holder,
which  firm  shall  be  designated  in  writing by the Distributing Holder).  No
settlement  of any action against an indemnified party shall be made without the
prior  written  consent  of  the  indemnified  party, which consent shall not be
unreasonably  withheld.

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

     Section  7.  Contribution.  In  order  to  provide  for  just and equitable
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contribution  under  the Securities Act in any case in which (i) the indemnified
party  makes  a  claim  for  indemnification pursuant to Section 6 hereof but is
judicially  determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of Section 6 hereof provide
for  indemnification in such case, or (ii) contribution under the Securities Act
may  be  required on the part of any indemnified party, then the Company and the
applicable Distributing Holder shall contribute to the aggregate losses, claims,
damages  or  liabilities  to  which  they  may  be subject (which shall, for all


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purposes of this Agreement, include, but not be limited to, all reasonable costs
of defense and investigation and all reasonable attorneys' fees), in either such
case  (after contribution from others) on the basis of relative fault as well as
any  other  relevant  equitable  considerations.  The  relative  fault  shall be
determined  by  reference  to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a  material  fact relates to information supplied by the Company on the one hand
or  the  applicable  Distributing  Holder  on  the  other hand, and the parties'
relative  intent, knowledge, access to information and opportunity to correct or
prevent  such  statement  or omission.   The Company and the Distributing Holder
agree  that  it would not be just and equitable if contribution pursuant to this
Section  7  were  determined  by  pro  rata allocation or by any other method of
allocation  which does not take account of the equitable considerations referred
to  in  this Section 7.  The amount paid or payable by an indemnified party as a
result  of  the  losses,  claims,  damages or liabilities (or actions in respect
thereof)  referred  to  above  in  this Section 7 shall be deemed to include any
legal  or  other  expenses  reasonably  incurred  by  such  indemnified party in
connection  with  investigating or defending any such action or claim. No person
guilty  of  fraudulent misrepresentation (within the meaning of Section 11(f) of
the  Securities  Act)  shall be entitled to contribution from any person who was
not  guilty  of  such  fraudulent  misrepresentation.

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

     Section  8.  Notices.  All notices, demands, requests, consents, approvals,
                  --------
and  other  communications  required  or permitted hereunder shall be in writing
and,  unless  otherwise  specified  herein, shall be (i) 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  as  set  forth  in  the  Purchase  Agreement.

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


<PAGE>
     Section  9.  Assignment.  Neither  this  Agreement  nor  any  rights of the
                  ----------
Holder  or  the  Company  hereunder may be assigned by either party to any other
person.  Notwithstanding  the  foregoing,  (a)  the provisions of this Agreement
shall  inure  to the benefit of, and be enforceable by, any transferee of any of
the  Common  Stock purchased by the Investor pursuant to the Purchase Agreement,
and  (b)  upon the prior written consent of the Company, which consent shall not
be unreasonably withheld or delayed in the case of an assignment to an affiliate
of  the  Holder,  the Holder'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  Holder)  who  agrees  to  be  bound  hereby.

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

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

     Section  12.  Remedies.   The  remedies  provided  in  this  Agreement  are
                   --------
cumulative  and not  exclusive  of any  remedies  provided  by law. If any term,
provision,  covenant  or  restriction  of this  Agreement  is held by a court of
competent  jurisdiction  to be  invalid,  illegal,  void or  unenforceable,  the
remainder of the terms, provisions,  covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected,  impaired
or invalidated,  and the parties hereto shall use their best efforts to find and
employ an alternative means to achieve the same or substantially the same result
as that  contemplated by such term,  provision,  covenant or restriction.  It is
hereby  stipulated  and  declared to be the  intention  of the parties that they
would have executed the remaining terms, provisions,  covenants and restrictions
without including any of such that may be hereafter  declared invalid,  illegal,
void or unenforceable.

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

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


<PAGE>
     Section 15. Governing Law, Arbitration. This Agreement shall be governed by
                 --------------------------
and construed in accordance with the laws of the State of New York applicable to
contracts  made in New York by persons  domiciled  in New York City and  without
regard to its  principles of conflicts of laws. Any dispute under this Agreement
shall be submitted to  arbitration  under the American  Arbitration  Association
(the "AAA") in New York City,  New York,  and shall be finally and  conclusively
determined  by the decision of a board of  arbitration  consisting  of three (3)
members  (hereinafter  referred  to as the "Board of  Arbitration")  selected as
according to the rules governing the AAA. The Board of Arbitration shall meet on
consecutive business days in New York City, New York, and shall reach and render
a decision in writing (concurred in by a majority of the members of the Board of
Arbitration)  with  respect to the  amount,  if any,  which the losing  party is
required to pay to the other party in respect of a claim  filed.  In  connection
with  rendering its decisions,  the Board of Arbitration  shall adopt and follow
the laws of the State of New York.  To the extent  practical,  decisions  of the
Board of  Arbitration  shall be rendered no more than thirty (30)  calendar days
following  commencement  of  proceedings  with  respect  thereto.  The  Board of
Arbitration  shall cause its written  decision  to be  delivered  to all parties
involved in the dispute.  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  with  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.

     Section 16. Severability.  If any provision of this Agreement shall for any
                 ------------
reason be held invalid or  unenforceable,  such  invalidity  or  unenforceablity
shall  not  affect  any  other  provision  hereof  and this  Agreement  shall be
construed as if such invalid or unenforceable provision had never been contained
herein.


<PAGE>
     IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement  to  be  duly  executed,  on  the  day  and  year first above written.

     Dated:  June  __,  2000


                                        WORLDWIDE  WIRELESS  NETWORKS,  INC.



                                        By:
                                           -------------------------------------
                                             Jack  Tortorice,  Chairman  &  CEO


                                        WHITSEND  INVESTMENTS  LIMITED


                                        By:
                                           -------------------------------------
                                           Hans  Gassner,  Authorized  Signatory


<PAGE>