ESCROW AGREEMENT

     THIS  ESCROW  AGREEMENT  (this "Agreement") is made as of June 19, 2000, by
and  among  Worldwide  Wireless Networks, Inc., a corporation incorporated under
the laws of the State of Nevada (the "Company"), Whitsend Investments Limited, a
British  Virgin  Islands  corporation  ("Investor"), and Epstein Becker & Green,
P.C., (the "Escrow Agent").  Capitalized terms used but not defined herein shall
have  the  meanings  set  forth  in  the Private Equity Line of Credit Agreement
referred  to  in  the  first  recital.

                              W I T N E S S E T H:

     WHEREAS,  the  Investor will from time to time as requested by the Company,
purchase  shares  of the Company's Common Stock from the Company as set forth in
that  certain Private Equity Line of Credit Agreement (the "Purchase Agreement")
dated the date hereof between the Investor and the Company, which will be issued
as  per the terms and conditions contained herein and in the Purchase Agreement;
and

     WHEREAS,  the Company and the Investor have requested that the Escrow Agent
hold in escrow and then distribute the initial documents and certain funds which
are  conditions  precedent  to  the effectiveness of the Purchase Agreement, and
have  further  requested that upon each exercise of a Put, the Escrow Agent hold
the  relevant documents and the applicable purchase price pending receipt by the
Investor  of  certificates  representing  the securities issuable upon such Put;

NOW,  THEREFORE, in consideration of the covenants and mutual promises contained
herein  and  other  good  and  valuable  consideration,  the  receipt  and legal
sufficiency  of  which are hereby acknowledged and intending to be legally bound
hereby,  the  parties  agree  as  follows:

                                    ARTICLE 1

                   TERMS OF THE ESCROW FOR THE INITIAL CLOSING

     1.1.     The  parties  hereby agree to establish an escrow account with the
Escrow  Agent  whereby the Escrow Agent shall hold the funds and documents which
are  referenced  in  Section  7.2  of  the  Purchase  Agreement.

     1.2.     At  the  Initial  Closing, the Company shall deliver to the Escrow
Agent:

               (i)  the original Warrant certificate in the form of Exhibit D to
                                                                    ---------
                    the Purchase Agreement;


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               (ii) the original executed  Registration  Rights Agreement in the
                    form of Exhibit C to the Purchase Agreement;
                            ---------

               (iii)the  original   executed  opinion  of  Feldhake,   August  &
                    Roquemore,  counsel of the Company, in the form of Exhibit E
                                                                       ---------
                    to the Purchase Agreement;

               (iv) a certificate  representing  five thousand (5,000) shares of
                    Common Stock issued to Triton West Group,  Inc. (the "Triton
                    Certificate");

               (v)  the original  executed  Company  counterpart  of this Escrow
                    Agreement; and

               (vi) the original  executed  Company  counterpart of the Purchase
                    Agreement.

     1.3.     Upon  receipt  of  the  foregoing,  and  receipt  of  executed
counterparts  from  Investor  of the Purchase Agreement, the Registration Rights
Agreement  and  this  Escrow  Agreement,  the  Escrow  Agent shall calculate the
exercise  price  of  the  Warrant and enter the Exercise Price, the Commencement
Date  and  Termination  Date of the Warrant on the face of the Warrant and shall
then  arrange  to  have  the  Warrant  certificate, the Purchase Agreement, this
Escrow  Agreement,  the Registration Rights Agreement and the opinion of counsel
delivered  to the Investor and the Triton Certificate to Triton West Group, Inc.

                                    ARTICLE 2

                        TERMS OF THE ESCROW FOR EACH PUT

     2.1.     a)     Each  time  the  Company  shall  send  a  Put Notice to the
Investor  as  provided  in  the  Purchase  Agreement,  it  shall send a copy, by
facsimile,  to  the  Escrow  Agent.

             (b)     Each time the Investor shall purchase shares pursuant to a
Put, the Investor shall send  the applicable Investment Amount of the Put Shares
to the Escrow Agent  on  or  before  the  Closing Date for such Put. The Company
shall promptly, but no later than  five (5) Trading Days after receipt of notice
from the Escrow Agent that it has  the funds for the Investment Amount cause its
Transfer  Agent  to  deliver  the  Put  Shares to Investor's account through the
Depository  Trust  Company, if possible, or else to deliver such certificates to
the  Escrow  Agent.  In  the  event  that  the certificates representing the Put
Shares  are  not  in the Investor's or the Escrow Agent's possession within five
(5)  Trading  Days of the date of the Escrow Agent's notice, then Investor shall
have  the  right  to demand, by notice, the return of the Investment Amount, and
the Put Notice shall be deemed cancelled.  The Escrow Agent shall within one (1)
Trading  Day  of Closing wire the Investment Amount per the written instructions
of  the  Company  net  of:

                    (i)  a finder's  fee to Triton West Group equal to four (4%)
                         of the Investment Amount,  less one percent (1%) in the
                         event  the   Company  is  then  listed  on  the  Nasdaq
                         Small-Cap  Market or a  national  securities  market or
                         exchange; and


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                    (ii) One Thousand  Five Hundred  Dollars  ($1,500) as escrow
                         expenses to the Escrow Agent.

The  Escrow  Agent  shall  remit  finder's  fee  to  Triton  West Group, Inc. in
accordance  with wire instructions that will be sent to Escrow Agent from Triton
West  Group,  Inc.

                                    ARTICLE 3

                                  MISCELLANEOUS

     3.1.     No  waiver  or  any  breach  of  any  covenant or provision herein
contained  shall  be  deemed  a  waiver  of  any  preceding or succeeding breach
thereof,  or  of any other covenant or provision herein contained.  No extension
of time for performance of any obligation or act shall be deemed an extension of
the  time  for  performance  of  any  other  obligation  or  act.

All  notices or other communications required or permitted hereunder shall be in
writing,  and  shall  be sent by fax, overnight courier, registered or certified
mail,  postage  prepaid,  return receipt requested, and shall be deemed received
upon  receipt  thereof,  as  set  forth  in  the  Purchase  Agreement.

     3.2.     This Escrow Agreement shall be binding upon and shall inure to the
benefit of the permitted successors and permitted assigns of the parties hereto.

     3.3.     This Escrow Agreement is the final expression of, and contains the
entire  agreement between, the parties with respect to the subject matter hereof
and  supersedes  all  prior  understandings  with  respect thereto.  This Escrow
Agreement  may not be modified, changed, supplemented or terminated, nor may any
obligations  hereunder  be  waived,  except  by written instrument signed by the
parties  to  be charged or by their respective agents duly authorized in writing
or  as  otherwise  expressly  permitted  herein.

     3.4.  Whenever  required  by the  context  of this  Escrow  Agreement,  the
singular shall include the plural and masculine shall include the feminine. This
Escrow Agreement shall not be construed as if it had been prepared by one of the
parties,  but rather as if both parties had prepared the same.  Unless otherwise
indicated, all references to Articles are to this Escrow Agreement.

     3.5. The parties hereto expressly agree that this Escrow Agreement shall be
governed by, interpreted under and construed and enforced in accordance with the
laws of the State of New York. Except as expressly set forth herein,  any action
to enforce,  arising out of, or relating in any way to, any  provisions  of this
Escrow Agreement shall brought through the American  Arbitration  Association at
the  designated  locale of New York,  New York as is more fully set forth in the
Purchase Agreement.

     3.6. The Escrow Agent's duties hereunder may be altered,  amended, modified
or revoked only by a writing signed by the Company, each Investor and the Escrow
Agent.


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     3.7. The Escrow Agent shall be obligated  only for the  performance of such
duties as are  specifically set forth herein and may rely and shall be protected
in relying or refraining  from acting on any instrument  reasonably  believed by
the  Escrow  Agent to be genuine  and to have been  signed or  presented  by the
proper party or parties. The Escrow Agent shall not be personally liable for any
act the Escrow  Agent may do or omit to do  hereunder  as the Escrow Agent while
acting  in good  faith,  excepting  only its own  gross  negligence  or  willful
misconduct,  and any act done or  omitted by the Escrow  Agent  pursuant  to the
advice of the Escrow Agent's  attorneys-at-law  (other than Escrow Agent itself)
shall be conclusive evidence of such good faith.

     3.8. The Escrow Agent is hereby  expressly  authorized to disregard any and
all  warnings  given by any of the  parties  hereto  or by any  other  person or
corporation,  excepting  only  orders or  process of courts of law and is hereby
expressly authorized to comply with and obey orders, judgments or decrees of any
court. In case the Escrow Agent obeys or complies with any such order,  judgment
or decree,  the Escrow Agent shall not be liable to any of the parties hereto or
to any  other  person,  firm or  corporation  by  reason  of such  decree  being
subsequently reversed,  modified,  annulled, set aside, vacated or found to have
been entered without jurisdiction.

     3.9.     The  Escrow Agent shall not be liable in any respect on account of
the  identity, authorization or rights of the parties executing or delivering or
purporting  to  execute  or  deliver  the Purchase Agreement or any documents or
papers  deposited  or  called  for  thereunder  or  hereunder.

     3.10.     The  Escrow  Agent shall be entitled to employ such legal counsel
and  other experts as the Escrow Agent may deem necessary properly to advise the
Escrow  Agent  in  connection with the Escrow Agent's duties hereunder, may rely
upon  the  advice  of  such  counsel,  and  may  pay  such  counsel  reasonable
compensation  therefor.  THE  ESCROW  AGENT  HAS  ACTED AS LEGAL COUNSEL FOR THE
INVESTOR,  AND  MAY CONTINUE TO ACT AS LEGAL COUNSEL FOR THE INVESTOR, FROM TIME
TO  TIME, NOTWITHSTANDING ITS DUTIES AS THE ESCROW AGENT HEREUNDER.  THE COMPANY
CONSENTS TO THE ESCROW AGENT IN SUCH CAPACITY AS LEGAL COUNSEL FOR THE INVESTORS
AND  WAIVES ANY CLAIM THAT SUCH REPRESENTATION REPRESENTS A CONFLICT OF INTEREST
ON  THE PART OF THE ESCROW AGENT.  THE COMPANY UNDERSTANDS THAT THE INVESTOR AND
THE  ESCROW  AGENT ARE RELYING EXPLICITLY ON THE FOREGOING PROVISION IN ENTERING
INTO  THIS  ESCROW  AGREEMENT.

     3.11.     The  Escrow  Agent's  responsibilities  as escrow agent hereunder
shall  terminate  if  the  Escrow  Agent  shall  resign by written notice to the
Company  and  the Investor.  In the event of any such resignation, the Investors
and  the  Company  shall  each  use  their reasonable best efforts as quickly as
practicable  to  appoint  a  successor  Escrow  Agent.

     3.12.     If  the  Escrow  Agent  reasonably  requires  other  or  further
instruments  in  connection with this Escrow Agreement or obligations in respect
hereto,  the necessary parties hereto shall join in furnishing such instruments.


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     3.13.  It is  understood  and agreed  that  should any  dispute  arise with
respect to the delivery and/or ownership or right of possession of the documents
or the escrow  funds held by the Escrow  Agent  hereunder,  the Escrow  Agent is
authorized and directed in the Escrow  Agent's sole  discretion (1) to retain in
the Escrow  Agent's  possession  without  liability to anyone all or any part of
said  documents or the escrow funds until such disputes  shall have been settled
either by mutual  written  agreement of the parties  concerned by a final order,
decree  or  judgment  or a court of  competent  jurisdiction  after the time for
appeal has expired and no appeal has been perfected,  but the Escrow Agent shall
be under no duty  whatsoever to institute or defend any such  proceedings or (2)
to deliver the escrow  funds and any other  property and  documents  held by the
Escrow Agent  hereunder to a state or federal  court  having  competent  subject
matter  jurisdiction and located in the State and City of New York in accordance
with the applicable procedure therefor.

     3.14. The Company and the Investor agree jointly and severally to indemnify
and hold  harmless  the Escrow  Agent and its  partners,  employees,  agents and
representatives from any and all claims,  liabilities,  costs or expenses in any
way arising  from or relating to the duties or  performance  of the Escrow Agent
hereunder or the transactions  contemplated  hereby or by the Purchase Agreement
other  than any such  claim,  liability,  cost or expense to the extent the same
shall  have  been  determined  by  final,  unappealable  judgment  of a court of
competent  jurisdiction  to have resulted  from the gross  negligence or willful
misconduct of the Escrow Agent.


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IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this  Agreement.

     Dated:  June  __,  2000

                            WORLDWIDE  WIRELESS  NETWORKS,  INC.
                            By:
                                -----------------------------------
                                 Jack  Tortorice,  Chairman  &  CEO

                            INVESTOR:

                            Whitsend  Investments  Limited

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

                            ESCROW  AGENT:

                            EPSTEIN  BECKER  &  GREEN,  P.C.

                            -------------------------------------------
                            Robert  F.  Charron,  Authorized  Signatory


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