EXHIBIT 4.6

                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT


American Stock Transfer
 & Trust Company
40 Wall Street
New York, NY  10005
Attn:  _____________

                  Re:  Speedcom Wireless Corporation
                       -----------------------------

Ladies and Gentlemen:

         We are counsel to Speedcom Wireless Corporation, a Delaware corporation
(the "Company"), and have represented the Company in connection with that
certain Note and Warrant Purchase Agreement (the "Purchase Agreement"), dated as
of April 13, 2001, by and among the Company and the purchasers named therein,
pursuant to which the Company issued to ________ (the "Holder") subordinated
promissory notes (the "Notes") and warrants (the "Warrants") to purchase shares
of the Company's common stock, par value $.001 per share (the "Common Stock").
Pursuant to the Purchase Agreement, the Company has also entered into a
Registration Rights Agreement with the purchasers named therein (the
"Registration Rights Agreement"), dated as of April 13, 2001, pursuant to which
the Company agreed, among other things, to register the Registrable Securities
(as defined in the Registration Rights Agreement), including the shares of
Common Stock issuable upon exercise of the Warrants which were issued and dated
as of April __, 2001, under the Securities Act of 1933, as amended (the "1933
Act"). In connection with the Company's obligations under the Registration
Rights Agreement, on ________________, 2001, the Company filed a Registration
Statement on Form S-3 (File No. 333-________) (the "Registration Statement")
with the Securities and Exchange Commission (the "SEC") relating to the resale
of the Registrable Securities which names each of the present Holders as a
selling stockholder thereunder.

         In connection with the foregoing, we advise you that a member of the
SEC's staff has advised us by telephone that the SEC has entered an order
declaring the Registration Statement effective under the 1933 Act at [ENTER TIME
OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge,
after telephonic inquiry of a member of the SEC's staff, that any stop order
suspending its effectiveness has been issued or that any proceedings for that
purpose are pending before, or threatened by, the SEC and, accordingly, the
Registrable Securities are available for resale under the 1933 Act in the manner
specified in, and pursuant to the terms of the Registration Statement.

                                             Very truly yours,




                                             By:


cc:      [LIST NAMES OF HOLDERS]
<PAGE>

                                   Schedule A
                                   ----------



Names and Addresses of Purchasers
---------------------------------

S.A.C. Capital Associates, LLC
c/o S.A.C. Capital Advisors, LLC
777 Long Ridge Road
Stamford, CT 06902
Attention:  General Counsel
Tel. no.: (203) 614-2094
Fax no.: (203) 614-2393


SDS Merchant Fund, L.P.
c/o SDS Capital Partners
One Sound Shore Drive
Greenwich, CT 06830
Attention: Steve Derby
Tel. no.: (203) 629-8400
Fax no.: (203) 629-0345
<PAGE>


                 Schedule 7(c) to Registration Rights Agreement
                 ----------------------------------------------



See the Capitalization Schedule 2.1(c) to the Note and Warrant Purchase
Agreement for a description of the shares to be registered under piggy-back
registration rights.
<PAGE>


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT
AND UNDER APPLICABLE STATE SECURITIES LAWS OR SPEEDCOM WIRELESS CORPORATION
SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH
SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE
SECURITIES LAWS IS NOT REQUIRED.


                          SPEEDCOM WIRELESS CORPORATION


                          SUBORDINATED PROMISSORY NOTE
                          ----------------------------


U.S. $1,000,000                                               New York, New York
                                                                  April 13, 2001


                  FOR VALUE RECEIVED, the undersigned, Speedcom Wireless
Corporation, a Delaware corporation (the "Company"), hereby promises to pay to
the order of SDS Merchant Fund, L.P. or any future permitted holder of this
promissory note (the "Payee"), at the principal office of the Payee set forth
herein, or at such other place as the holder may designate in writing to the
Company, the principal sum of up to ONE MILLION DOLLARS (U.S. $1,000,000.00), or
such other amount as may be outstanding hereunder, together with all accrued but
unpaid interest, in such coin or currency of the United States of America as at
the time shall be legal tender for the payment of public and private debts and
in immediately available funds, as provided in this promissory note (the
"Note"). Concurrently with the issuance of this Note, the Company is issuing a
separate note (the "Other Note") to a separate investor pursuant to the Purchase
Agreement (as defined in Section 5(b) hereof).

                  1. Definition of Senior Debt. The term "Senior Debt" shall
mean and consist of all present and future indebtedness for borrowed money of
the Company (contingently or otherwise), to banks, insurance companies and
similar institutional lenders (all such lenders, the "Lenders") and any
extension, replacement, removal, restatement or refinancing thereof.

                  2. Subordination.

                           (a) The payment of any and all of the principal
amount of and interest on this Note (and all other obligations hereunder) is
hereby expressly subordinated and made junior to the payment of the principal
amount, redemption premium, if any, all interest and any other amounts due on
the Senior Debt, to the extent and in the manner set forth herein.

                           (b) Until the Senior Debt shall have been
indefeasibly paid in full, the Company shall not make, and the Payee shall not
receive, accept or retain, any direct or indirect
<PAGE>

payment or reduction (whether by way of loan, set-off or otherwise) in respect
of the principal and interest of this Note, whether this Note shall have become
payable at maturity or by acceleration or otherwise; provided, however, that,
subject to the provisions of subsection (c) hereof, the Company may make, and
the Payee may receive, accept and retain, payments of principal and interest
permitted under Section 3 of this Note, unless, if, on the date such payment
would (but for the terms hereof) be payable to and received by the Payee
pursuant to this Note, (i) a default under the documents evidencing the Senior
Debt shall have occurred, shall be continuing and shall not have been
specifically waived in writing by the Lenders, or the Lenders shall have
declared the Senior Debt or any portion thereof due and payable in full on the
basis of the occurrence of such default, or (ii) such default shall not be
continuing on any such payment date, but the Lenders shall have declared all or
any portion of the Senior Debt due and payable in full on the basis of the
occurrence of such default and such acceleration shall not have been
specifically rescinded in writing by the Lenders.

                           (c) In the event of (i) any insolvency, bankruptcy,
receivership, custodianship, liquidation, reorganization, readjustment of debt,
arrangement, composition, assignment for the benefit of creditors, or other
similar proceeding relative to the Company, or (ii) any proceeding for voluntary
liquidation, dissolution or other winding up or bankruptcy proceedings, then and
in any such event:

                                    (A) All of the Senior Debt shall first be
                           paid in full before any payment or distribution of
                           any character, whether in cash, securities,
                           obligations or other property, shall be made in
                           respect of this Note;

                                    (B) Any payment or distribution of any
                           character, which would otherwise (but for the terms
                           hereof) be payable or deliverable in respect of this
                           Note (including any payment or distribution of any
                           other indebtedness of the Company being subordinated
                           to this Note), shall be paid or delivered directly to
                           the Lenders or their representative, until all of the
                           Senior Debt shall have been paid in full, and the
                           Payee or any other holder of this Note irrevocably
                           authorizes, empowers and directs all receivers,
                           custodians, trustees, liquidators, conservators and
                           others having authority to effect all such payments
                           and deliveries;

                                    (C) The Payee or any other holder of this
                           Note shall execute and deliver to the Lenders or
                           their representative all such further instruments
                           confirming the authorization referred to in the
                           foregoing clause (B), and shall take all such other
                           actions as may be requested by the Lenders or their
                           representative in order to enable the Lenders or
                           their representative to enforce any and all claims
                           upon or in respect of this Note and to collect and
                           give any and all payments or distributions which may
                           be payable or deliverable at any time upon or with
                           respect to this Note.

                                       2
<PAGE>

                           (d) If, notwithstanding the provisions of this Note,
any payment or distribution of any character (whether in cash, securities,
obligations or other property) or any security shall be received by the Payee in
contravention of the terms of this Note, and before all Senior Debt shall have
been paid in full, and provided that the Payee has actual knowledge of the
foregoing, such payment, distribution or security shall not be commingled with
any asset of the Payee, shall be held in trust for the benefit of, and shall be
paid over or delivered and transferred to, the Lenders or their representative,
for application to the payment of all Senior Debt remaining unpaid, until all of
the Senior Debt shall have been paid in full.

                           (e) This Note, without further reference, shall pass
to and may be relied on and enforced by any transferee or subsequent holder of
the Senior Debt.

                           (f) Except to the extent provided in this Note that
the debt evidenced by this Note may not become due and payable or be paid and
the Payee may not exercise rights with respect thereto, nothing contained herein
shall impair, as between the Company and the Payee, the obligation of the
Company, to pay to Payee the principal of this Note, and interest thereon, as
and when the same shall become due and payable in accordance with the terms
hereof, or prevent the Payee upon default with respect to this Note, from
exercising all rights, powers and remedies otherwise provided herein or by
applicable law, all subject to the rights of the holders of Senior Debt
hereunder. Upon any distribution of assets of the Company referred to in the
provisions hereof, the Payee shall be entitled to rely upon any order or decree
made by any court of competent jurisdiction in which such dissolution, winding
up, liquidation or reorganization proceedings are pending or a certificate of
the liquidating trustee or agent or other person making any distribution to the
Payee, for the purpose of ascertaining the persons entitled to participate in
such distribution, the holders of the Senior Debt and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to the provisions
hereof.

                           (g) Notwithstanding any statute, including, without
limitation, the U.S. Federal Bankruptcy Code, as now or hereafter in effect (the
"Bankruptcy Code"), any rule of law or bankruptcy procedures to the contrary,
the right of the Lenders hereunder to have all of the Senior Debt paid and
satisfied in full prior to the payment of any of the debt evidenced by this Note
shall include, without limitation, the right of the Lenders to be paid in full
all interest accruing on the Senior Debt due to it after the filing of any
petition by or against the Company in connection with any bankruptcy or similar
proceeding or any other proceeding referred to in subsection 2(c) hereof, prior
to the payment of any amounts in respect of this Note, including, without
limitation, any interest due to the Payee accruing after such date.

                           (h) No right of any present or future holders of any
Senior Debt to enforce subordination as herein provided shall at any time in any
way be prejudiced or impaired by any act or failure to act on the part of the
Company or by any act or failure to act in good faith by any such holders, or by
any noncompliance by the Company with the terms and provisions of this Note,
regardless of any knowledge thereof with which any such holders may have or be
otherwise charged. The holders of the Senior Debt may, without in any way
affecting the

                                       3
<PAGE>

obligations of the Payee with respect thereto, at any time or from time to time
in their absolute discretion, change the manner, place or terms of payment of,
change or extend the time of payment of, or renew or alter, any Senior Debt, or
amend, modify or supplement any agreement or instrument governing or evidencing
such Senior Debt or any other document referred to therein, or exercise or
refrain from exercising any other of their rights under the Senior Debt
including, without limitation, the waiver of default thereunder and the release
of any collateral securing such Senior Debt, all without notice to or assent
from the Payee.

                           (i) Subject to the prior payment in full of all
Senior Debt, the Payee shall be subrogated to the rights of the holders of
Senior Debt to receive payments or distributions of assets of the Company
applicable to the Senior Debt until all amounts owing on this Note shall be paid
in full, and for the purpose of such subrogation no payments or distributions to
the holders of the Senior Debt by or on behalf of the Company or by or on behalf
of the Payee by virtue of the provisions hereof which otherwise would have been
made to the Payee shall, as between the Company, its creditors other than the
holders of Senior Debt, and the Payee, be deemed to be payment by the Company to
or on account of the Senior Debt, it being understood that the provisions hereof
are and are intended solely for the purpose of defining the relative rights of
the Payee, on the one hand, and the holders of the Senior Debt, on the other
hand.

                  3. Principal and Interest Payments.

         (a) Subject to the subordination provisions in Section 2 of this Note,
the Company shall repay in full the entire principal balance then outstanding
under this Note on the first to occur (the "Maturity Date") of: (i) April 13,
2002; or (ii) the acceleration of the obligations as contemplated by this Note.
Subject to the subordination provisions in Section 2 of this Note, the Company
may prepay all or any part of this Note, together with the Other Note, in whole
or in part at any time, without penalty or premium, as set forth in Section 7(d)
hereof.

         (b) Interest on the outstanding principal balance of this Note shall
accrue at a rate of nine percent (9%) per annum during the first ninety (90)
days following the date hereof, and twelve percent (12%) per annum thereafter.
Interest on the outstanding principal balance of the Note shall be computed on
the basis of the actual number of days elapsed and a year of three hundred and
sixty (360) days and shall be payable by the Company (i) on a quarterly basis,
commencing on July 13, 2001 and on each three-month anniversary thereafter,
continuing throughout the term of this Note, and (ii) in full on the Maturity
Date.

                  4. Payment on Non-Business Days. Whenever any payment to be
made shall be due on a Saturday, Sunday or a public holiday under the laws of
the State of New York, such payment may be due on the next succeeding business
day and such next succeeding day shall be included in the calculation of the
amount of accrued interest payable on such date.

                  5. Events of Default. The occurrence of any of the following
events shall be an "Event of Default" under this Note:

                                       4
<PAGE>

                           (a) the Company shall fail to make the payment of any
amount of any principal outstanding for a period of three (3) business days
after the date such payment shall become due and payable hereunder; or

                           (b) the Company shall fail to make any payment of
interest for a period of three (3) business days after the date such interest
shall become due and payable hereunder; or

                           (c) the Company shall fail to have the Registration
Statement (the "Registration Statement") as defined in the Registration Rights
Agreement, dated as of the date hereof, between the Company and the Payee (the
"Registration Rights Agreement") to be declared effective by the U.S. Securities
and Exchange Commission (the "SEC") on or prior to the Effectiveness Date (as
defined in the Registration Rights Agreement); or

                           (d) the Company shall fail to (i) timely file the
Registration Statement or (ii) make the payment of any fees and/or liquidated
damages under this Note or the Note and Warrant Purchase Agreement by and among
the Company, the Payee, and the other purchaser a party thereto, dated as of the
date hereof (the "Purchase Agreement") which failure is not remedied within five
(5) business days after the occurrence thereof; or

                           (e) while the Registration Statement is required to
be maintained effective pursuant to the terms of the Registration Rights
Agreement, the effectiveness of the Registration Statement lapses for any reason
(including, without limitation, the issuance of a stop order) or is unavailable
to the Payee for sale of the Registrable Securities (as defined in the
Registration Rights Agreement) in accordance with the terms of the Registration
Rights Agreement, and such lapse or unavailability continues for a period of ten
(10) consecutive trading days, provided that the cause of such lapse or
unavailability is not due to factors solely within the control of Payee; or

                           (f) the Company shall default in the performance or
observance of any covenant, condition or agreement contained in any of the
Transaction Documents (as defined in the Purchase Agreement, the "Transaction
Documents") (or the Company makes an announcement, statement or threat that it
does not intend to honor its obligations under any of the Transaction Documents)
and such default is not fully cured within five (5) business days (other than
with respect to an announcement, statement or threat) after the occurrence
thereof in the case of failure within the Company's control or thirty (30)
business days in the case of a default due to circumstances outside of the
Company's control, after the earlier of (x) the date on which any executive
officer of the Company shall have obtained actual knowledge of such failure (or
such announcement, statement or threat) and (y) the date on which written notice
thereof has been given to the Company by the Payee which is not covered by any
other provisions of this Section 5(f); or

                           (g) any representation, warranty or certification
made by the Company herein or in any of the other Transaction Documents or in
any certificate or financial statement

                                       5
<PAGE>

shall prove to have been false or incorrect or breached in a material respect on
the date as of which made; or

                           (h) the Company shall issue any debt securities,
other than the Senior Debt, which are not subordinate to this Note on such terms
as are acceptable to the holders of a majority of the outstanding principal
amount of this Note and the other subordinated promissory notes issued to any
other holder pursuant to the Purchase Agreement; or

                           (i) the Company or any of its Subsidiaries (as
defined the Purchase Agreement, the "Subsidiaries") shall (i) default in any
payment of any amount or amounts of principal of or interest on any Indebtedness
(as defined in the Purchase Agreement, the "Indebtedness") (other than the
Indebtedness hereunder) the aggregate principal amount of which Indebtedness of
all such persons is in excess of $1,000,000, whether such Indebtedness now
exists or shall hereinafter be created, and such default entitles the holder
thereof to declare such indebtedness to be due and payable, and such
indebtedness has not been discharged in full or such acceleration has not been
stayed, rescinded or annulled within ten (10) business days of such
acceleration, or (ii) default in the observance or performance of any other
agreement or condition relating to any Indebtedness or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event shall occur or condition exist, the effect of which default or other event
or condition is to cause, or to permit the holder or holders or beneficiary or
beneficiaries of such Indebtedness to cause with the giving of notice if
required, such Indebtedness to become due prior to its stated maturity; or

                           (j) A judgment or order for the payment of money
shall be rendered against the Company or any Subsidiary in excess of $500,000 in
the aggregate (net of any applicable insurance coverage) for all such judgments
or orders against all such persons (treating any deductibles, self insurance or
retention as not so covered) that shall not be discharged, and all such
judgments and orders remain outstanding, and there shall be any period of thirty
(30) consecutive days following entry of the judgment or order in excess of
$500,000 or the judgment or order which causes the aggregate amount described
above to exceed $500,000 during which a stay of enforcement of such judgment or
order, by reason of a pending appeal or otherwise, shall not be in effect; or

                           (k) an "Event of Default" has occurred and is
continuing under any Other Note issued to any other holder pursuant to the
Purchase Agreement; or

                           (l) the Company shall (i) apply for or consent to the
appointment of, or the taking of possession by, a receiver, custodian, trustee
or liquidator of itself or of all or a substantial part of its property or
assets, (ii) admit in writing its inability to pay its debts as such debts
become due, (iii) make a general assignment for the benefit of its creditors,
(iv) commence a voluntary case under the Bankruptcy Code or under the comparable
laws of any jurisdiction (foreign or domestic), (v) file a petition seeking to
take advantage of any bankruptcy, insolvency, moratorium, reorganization or
other similar law affecting the enforcement of creditors' rights generally, (vi)
acquiesce in writing to any petition filed against it in an involuntary case
under the

                                       6
<PAGE>

Bankruptcy Code or under the comparable laws of any jurisdiction (foreign or
domestic), or (vii) take any action under the laws of any jurisdiction (foreign
or domestic) analogous to any of the foregoing; or

                           (m) a proceeding or case shall be commenced in
respect of the Company or any of its Subsidiaries without its application or
consent, in any court of competent jurisdiction, seeking (i) the liquidation,
reorganization, moratorium, dissolution, winding up, or composition or
readjustment of its debts, (ii) the appointment of a trustee, receiver,
custodian, liquidator or the like of it or of all or any substantial part of its
assets or (iii) similar relief in respect of it under any law providing for the
relief of debtors, and such proceeding or case described in clause (i), (ii) or
(iii) shall continue undismissed, or unstayed and in effect, for a period of
thirty (30) consecutive days or any order for relief shall be entered in an
involuntary case under the Bankruptcy Code or under the comparable laws of any
jurisdiction (foreign or domestic) against the Company or any of its
Subsidiaries or action under the laws of any jurisdiction (foreign or domestic)
analogous to any of the foregoing shall be taken with respect to the Company or
any of its Subsidiaries and shall continue undismissed, or unstayed and in
effect for a period of thirty (30) consecutive days.

                  6. Remedies Upon An Event of Default. If an Event of Default
shall have occurred and shall be continuing, the Payee of this Note may at any
time at its option, subject to the subordination provisions of this Note, (a)
declare the entire unpaid principal balance of this Note, together with all
interest accrued hereon, due and payable, and thereupon, the same shall be
accelerated and so due and payable, without presentment, demand, protest, or
notice, all of which are hereby expressly unconditionally and irrevocably waived
by the Company; provided, however, that upon the occurrence of an Event of
Default described in (i) Sections 5.1 (l) and (m), the outstanding principal
balance and accrued interest hereunder shall be automatically due and payable,
and (ii) Sections 5.1(a) through (k), the Payee may demand the prepayment of
this Note pursuant to Section 7 hereof; or (b) exercise or otherwise enforce any
one or more of the Payee's rights, powers, privileges, remedies and interests
under this Note or any of the other Transaction Documents or applicable law. No
course of delay on the part of the Payee shall operate as a waiver thereof or
otherwise prejudice the right of the Payee. No remedy conferred hereby shall be
exclusive of any other remedy referred to herein or now or hereafter available
at law, in equity, by statute or otherwise.

                  7. Prepayment Options and Conversion.

                           (a) Prepayment. Notwithstanding anything to the
contrary contained herein, the Payee shall have the right, at such Payee's
option, subject to the subordination provisions of this Note, to require the
Company to prepay all or a portion of the sum of the outstanding principal
amount and any interest accrued and outstanding under this Note (the "Prepayment
Price"), provided, that such prepayment is requested upon the occurrence of a
Major Transaction (as defined in Section 7(e) below) or a Triggering Event (as
defined in Section 7(e) below). Nothing in this Section 7(a) shall limit the
Payee's rights under Section 6 hereof.

                                       7
<PAGE>

The Company shall immediately notify the holder of the Other Note if the Payee
has requested prepayment pursuant to this Section 7.

                           (b) Mechanics of Prepayment at Option of Payee. At
least thirty (30) days prior to the occurrence of a Major Transaction and within
one (1) day after the occurrence of a Major Transaction or a Triggering Event,
the Company shall deliver written notice thereof via facsimile and overnight
courier ("Notice of a Prepayment Event") to the Payee and the holder of the
Other Note. At any time on or after the earlier of the Payee's receipt of a
Notice of a Prepayment Event and the Payee becoming aware of a Major Transaction
or a Triggering Event, the Payee may, subject to the subordination provisions of
this Note, require the Company to prepay all or a portion of the outstanding
principal amount and any interest accrued and outstanding under this Note by
delivering written notice thereof via facsimile and overnight courier ("Notice
of Prepayment at Option of Payee") to the Company, which Notice of Prepayment at
Option of Payee shall indicate the amount of principal and interest accrued and
outstanding under this Note that the Payee is electing to have prepaid, the sum
of which shall be the Prepayment Price.

                           (c) Payment of Prepayment Price. Upon the Company's
receipt of a Notice of Prepayment at Option of Payee from the Payee, the Company
shall immediately notify the Payee by facsimile of the Company's receipt of a
Notice of Prepayment at Option of Payee and the Payee which has sent such a
notice shall, in the case of a Major Transaction, deliver to the Company this
Note which Payee has elected to have prepaid on or before the consummation or
closing of such Major Transaction and, in the case of a Triggering Event,
promptly submit to the Company this Note which Payee has elected to have
prepaid. The Company shall pay the Prepayment Price to Payee, in the case of a
Major Transaction, at or prior to the closing of the Major Transaction, and, in
the case of a Triggering Event, within five (5) business days after the
Company's receipt of a Notice of Prepayment at Option of Payee; provided that
this Note shall have been so delivered to the Company. If the Company shall fail
to prepay all of the Prepayment Price (other than pursuant to a dispute as to
the arithmetic calculation of the Prepayment Price), in addition to any remedy
the Payee may have under this Note, the Registration Rights Agreement and the
Purchase Agreement, the Prepayment Price payable in respect of such unprepaid
Notes shall bear interest at the rate of two percent (2.0%) per each period of
thirty (30) consecutive days, pro rated for any period of less than thirty (30)
days until paid in full. Until the Company pays such unpaid Prepayment Price in
full to the Payee, the Payee shall have the option (the "Void Optional
Prepayment Option") to, in lieu of prepayment, require the Company to promptly
return to the Payee this Note that was submitted for prepayment by Payee under
this Section 7(c) and for which the Prepayment Price has not been paid, by
sending written notice thereof to the Company via facsimile (the "Void Optional
Prepayment Notice"). Upon the Company's receipt of such Void Optional Prepayment
Notice(s) and prior to payment of the full Prepayment Price to Payee, (i) the
Notice(s) of Prepayment at Option of Payee shall be null and void with respect
to this Note submitted for prepayment and for which the Prepayment Price has not
been paid and (ii) the Company shall immediately return this Note submitted to
the Company by the Payee for prepayment under this Section 7(c) and for which
the Prepayment Price has not been paid. A Payee's delivery of a Void Optional

                                       8
<PAGE>

Prepayment Notice and exercise of its rights following such notice shall not
affect the Company's obligations to make any payments which have accrued prior
to the date of such notice.

                           (d) Company's Prepayment Option. The Company may
prepay, at the option of its Board of Directors, subject to the subordination
provisions of this Note, all or any portion of the outstanding principal amount
of this Note and the accrued and unpaid interest thereon upon five (5) business
days prior written notice to the Payee (the "Company Prepayment Notice") at a
cash price equal to sum of the outstanding principal amount and any interest
accrued and outstanding (the "Company Prepayment Price"). The Company may not
deliver a Company Prepayment Notice to the Payee unless the Company has clear
and good funds for a minimum of the amount it intends to prepay in a bank
account controlled by the Company. The Company Prepayment Notice shall state the
date of prepayment (the "Company Prepayment Date"), the Company Prepayment
Price, the amount of the Note of such Payee to be prepaid, the amount of accrued
and unpaid interest through the Company Prepayment Date and shall call upon the
Payee to surrender to the Company on the Company Prepayment Date at the place
designated in the Company Prepayment Notice such Payee's Note. The Company
Prepayment Date shall be no more than five (5) trading days after the date on
which the Payee is notified of the Company's intent to prepay the Note (the
"Company Prepayment Notice Date"). If the Company fails to pay the Company
Prepayment Price by the sixth (6th) trading day following the Company Prepayment
Notice Date, the prepayment will be declared null and void and the Company shall
lose its right to deliver a Company Prepayment Notice to the Payee in the
future. On or after the Company Prepayment Date, the Payee shall surrender the
Notes called for prepayment to the Company at the place designated in the
Company Prepayment Notice and shall thereupon be entitled to receive payment of
the Company Prepayment Price.

                           (e) For purposes of this Note, (1) "Major
Transaction" means the consummation of any of the following transactions: (i)
the consolidation, merger or other business combination of the Company with or
into a person or entity (other than (A) pursuant to a migratory merger effected
solely for the purpose of changing the jurisdiction of incorporation of the
Company, or (B) a consolidation, merger or other business combination in which
holders of the Company's or any of its Subsidiaries voting power immediately
prior to the transaction continue after the transaction to hold, directly or
indirectly, the voting power of the surviving entity or entities necessary to
elect a majority of the members of the board of directors (or their equivalent
if other than a corporation) of such entity or entities); (ii) the sale or
transfer of all or substantially all of the Company's or any of its
Subsidiaries' assets; or (iii) the consummation of a purchase, tender or
exchange offer made to the holders of more than 30% of the outstanding shares of
the Company's common stock; provided, however, that during the six months
following the date of issuance of this Note a Strategic Merger shall not be
deemed a Major Transaction, (2) "Strategic Merger" means a merger with another
entity in the same industry as the Company, in which the Company is the
surviving entity and its Common Stock remains publicly traded subsequent to the
merger and an investment of at least $7,000,000 has been made in the Company's
Common Stock or convertible preferred stock; and (3) "Triggering Event" means
(i) the failure to have a Registration Statement, registering the shares of
common stock of the Company issuable upon exercise of the related warrants
delivered herewith, declared effective by

                                       9
<PAGE>

the SEC within one hundred twenty (120) days following the date hereof; or (ii)
any representation or warranty made by the Company in the Purchase Agreement or
any of the Transaction Documents shall prove to have been false or incorrect in
a material respect at the time when made; or (iii) the Company has breached a
material covenant or other term or condition of the Purchase Agreement or any
related agreement delivered therewith; or (iv) the Company has entered into a
Subsequent Financing (as defined in Section 3.10 of the Purchase Agreement).

                           (f) The Payee may, at its option, elect to convert
all or a portion of the outstanding principal amount of this Note, plus all
accrued but unpaid interest thereon into debt or equity securities of the
Company issued after the date hereof at a conversion price equal to one hundred
ten percent (110%) of the outstanding principal amount of the Note plus any
accrued interest thereon being converted.

                  8. Other Notes. This Note is one of the Notes referred to in
the Purchase Agreement. Any and all payments or prepayments of this Note by the
Company shall be made on a pro rata basis with the Other Note. The Company shall
promptly notify the holder of this Note of any notices sent or received, or any
actions taken with respect to the Other Note.

                  9. Replacement. Upon receipt of a duly executed, notarized and
unsecured written statement from the Payee with respect to the loss, theft or
destruction of this Note (or any replacement hereof), and without requiring an
indemnity bond or other security, or, in the case of a mutilation of this Note,
upon surrender and cancellation of such Note, the Company shall issue a new
Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or
mutilated Note.

                  10. Parties in Interest, Transferability. This Note shall be
binding upon the Company and its successors and assigns and the terms hereof
shall inure to the benefit of the Payee and its successors and permitted
assigns. This Note may be transferred or sold, subject to the provisions of
Section 20 of this Note, or pledged, hypothecated or otherwise granted as
security by the Payee.

                  11. Reliance. The Payee acknowledges and agrees that the
Lenders have relied upon and will continue to rely upon, and are third-party
beneficiaries of, the subordination provisions set forth herein in making loans
and in otherwise extending credit to the Company. The Payee hereby waives notice
of or proof of reliance hereon.

                  12. Amendments. This note may not be modified or amended in
any manner except in writing executed by the Company and the Payee; provided,
however, the subordination provisions contained herein are for the benefit of
the Lenders and may not be rescinded, canceled, amended or modified in any way
without the prior written consent thereto of the Lenders, if the Lenders shall
then be holding Senior Debt.

                  13. Notices. Any notice, demand, request, waiver or other
communication required or permitted to be given hereunder shall be in writing
and shall be effective (a) upon hand delivery by telecopy or facsimile at the
address or number designated below (if delivered

                                       10
<PAGE>

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
express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The Company will
give written notice to the Payee at least thirty (30) days prior to the date on
which the Company closes its books or takes a record (x) with respect to any
dividend or distribution upon the common stock of the Company, (y) with respect
to any pro rata subscription offer to holders of common stock of the Company or
(z) for determining rights to vote with respect to a Major Transaction or a
Triggering Event, dissolution, liquidation or winding-up and in no event shall
such notice be provided to such holder prior to such information being made
known to the public. The Company will also give written notice to the Payee at
least twenty (20) days prior to the date on which dissolution, liquidation or
winding-up will take place and in no event shall such notice be provided to the
Payee prior to such information being made known to the public.

     Address of the Payee:      SDS Merchant Fund, L.P.
                                c/o SDS Capital Partners
                                One Sound Shore Drive
                                Greenwich, CT 06830
                                Attention:  Steve Derby
                                Telecopier:  (203) 629-0345


     Address of the Company:    Speedcom Wireless Corporation
                                1748 Independence Boulevard, D-4
                                Sarasota, Florida 34243
                                Attention:  Jay Wright, Chief Financial Officer
                                Telecopier: (941) 358-6208

                  14. Governing Law. This Note shall be governed by and
construed in accordance with the internal laws of the State of New York, without
giving effect to the choice of law provisions. This Note shall not be
interpreted or construed with any presumption against the party causing this
Note to be drafted.

                  15. Headings. Article and section headings in this Note are
included herein for purposes of convenience of reference only and shall not
constitute a part of this Note for any other purpose.

                  16. Remedies, Characterizations, Other Obligations, Breaches
and Injunctive Relief. The remedies provided in this Note shall be cumulative
and in addition to all other remedies available under this Note, at law or in
equity (including, without limitation, a decree of specific performance and/or
other injunctive relief), no remedy contained herein shall be deemed a waiver of
compliance with the provisions giving rise to such remedy and nothing herein
shall limit a Payee's right to pursue actual damages for any failure by the
Company to comply with the

                                       11
<PAGE>

terms of this Note. Amounts set forth or provided for herein with respect to
payments and the like (and the computation thereof) shall be the amounts to be
received by the Payee and shall not, except as expressly provided herein, be
subject to any other obligation of the Company (or the performance thereof). The
Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable and material harm to the Payee and that the remedy at law for any
such breach may be inadequate. Therefore the Company agrees that, in the event
of any such breach or threatened breach, the Payee shall be entitled, in
addition to all other available rights and remedies, at law or in equity, to
seek and obtain such equitable relief, including but not limited to an
injunction restraining any such breach or threatened breach, without the
necessity of showing economic loss and without any bond or other security being
required.

                  17. Failure or Indulgence Not Waiver. No failure or delay on
the part of the Payee in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other right, power or privilege.

                  18. Enforcement Expenses. The Company agrees to pay all costs
and expenses of enforcement of this Note, including, without limitation,
reasonable attorneys' fees and expenses.

                  19. Binding Effect. The obligations of the Company and the
Payee set forth herein shall be binding upon the successors and assigns of each
such party, whether or not such successors or assigns are permitted by the terms
hereof.

                  20. Compliance with Securities Laws. The Payee of this Note
acknowledges that this Note is being acquired solely for the Payee's own account
and not as a nominee for any other party, and for investment, and that the Payee
shall not offer, sell or otherwise dispose of this Note other than in compliance
with the laws of the United States of America and as guided by the rules of the
SEC. This Note and any Note issued in substitution or replacement therefore
shall be stamped or imprinted with a legend in substantially the following form:

                  "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
                  1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
                  SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
                  DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND
                  UNDER APPLICABLE STATE SECURITIES LAWS OR SPEEDCOM WIRELESS
                  CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT
                  REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND
                  UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS
                  NOT REQUIRED."


                  21. Severability. The provisions of this Note are severable,
and if any provision shall be held invalid or unenforceable in whole or in part
in any jurisdiction, then such

                                       12
<PAGE>

invalidity or unenforceability shall not in any manner affect such provision in
any other jurisdiction or any other provision of this Note in any jurisdiction.

                  22. Consent to Jurisdiction. Each of the Company and the Payee
(i) hereby irrevocably submits to the jurisdiction of the United States District
Court sitting in the Southern District of New York and the courts of the State
of New York located in New York county for the purposes of any suit, action or
proceeding arising out of or relating to this Note and (ii) hereby waives, and
agrees not to assert in any such suit, action or proceeding, any claim that it
is not personally subject to the jurisdiction of such court, that the suit,
action or proceeding is brought in an inconvenient forum or that the venue of
the suit, action or proceeding is improper. Each of the Company and the Payee
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address in effect for notices to it
under the Purchase Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing in this Section 22
shall affect or limit any right to serve process in any other manner permitted
by law.

                  23. Company Waivers. Except as otherwise specifically provided
herein, the Company and all others that may become liable for all or any part of
the obligations evidenced by this Note, hereby waive presentment, demand, notice
of nonpayment, protest and all other demands and notices in connection with the
delivery, acceptance, performance and enforcement of this Note, and do hereby
consent to any number of renewals of extensions of the time or payment hereof
and agree that any such renewals or extensions may be made without notice to any
such persons and without affecting their liability herein and do further consent
to the release of any person liable hereon, all without affecting the liability
of the other persons, firms or Company liable for the payment of this Note, AND
DO HEREBY WAIVE TRIAL BY JURY.

                           (a) No delay or omission on the part of the Payee in
exercising its rights under this Note, or course of conduct relating hereto,
shall operate as a waiver of such rights or any other right of the Payee, nor
shall any waiver by the Payee of any such right or rights on any one occasion be
deemed a waiver of the same right or rights on any future occasion.

                           (b) THE COMPANY ACKNOWLEDGES THAT THE TRANSACTION OF
WHICH THIS NOTE IS A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED
BY APPLICABLE LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO
ANY PREJUDGMENT REMEDY WHICH THE PAYEE OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE
TO USE.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       13
<PAGE>


                  IN WITNESS WHEREOF, the Company has executed and delivered
this Note as of the date first written above.



                                            SPEEDCOM WIRELESS CORPORATION



                                            By:______________________________
                                               Name:
                                               Title:





                                       14
<PAGE>
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT
AND UNDER APPLICABLE STATE SECURITIES LAWS OR SPEEDCOM WIRELESS CORPORATION
SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH
SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE
SECURITIES LAWS IS NOT REQUIRED.


                          SPEEDCOM WIRELESS CORPORATION


                          SUBORDINATED PROMISSORY NOTE


U.S. $2,000,000                                               New York, New York
                                                                  April 13, 2001


                  FOR VALUE RECEIVED, the undersigned, Speedcom Wireless
Corporation, a Delaware corporation (the "Company"), hereby promises to pay to
the order of S.A.C. Capital Associates, LLC or any future permitted holder of
this promissory note (the "Payee"), at the principal office of the Payee set
forth herein, or at such other place as the holder may designate in writing to
the Company, the principal sum of up to TWO MILLION DOLLARS (U.S.
$2,000,000.00), or such other amount as may be outstanding hereunder, together
with all accrued but unpaid interest, in such coin or currency of the United
States of America as at the time shall be legal tender for the payment of public
and private debts and in immediately available funds, as provided in this
promissory note (the "Note"). Concurrently with the issuance of this Note, the
Company is issuing a separate note (the "Other Note") to a separate investor
pursuant to the Purchase Agreement (as defined in Section 5(b) hereof).

                  1. Definition of Senior Debt. The term "Senior Debt" shall
mean and consist of all present and future indebtedness for borrowed money of
the Company (contingently or otherwise), to banks, insurance companies and
similar institutional lenders (all such lenders, the "Lenders") and any
extension, replacement, removal, restatement or refinancing thereof.

                  2. Subordination.

                           (a) The payment of any and all of the principal
amount of and interest on this Note (and all other obligations hereunder) is
hereby expressly subordinated and made junior to the payment of the principal
amount, redemption premium, if any, all interest and any other amounts due on
the Senior Debt, to the extent and in the manner set forth herein.

                           (b) Until the Senior Debt shall have been
indefeasibly paid in full, the Company shall not make, and the Payee shall not
receive, accept or retain, any direct or indirect
<PAGE>

payment or reduction (whether by way of loan, set-off or otherwise) in respect
of the principal and interest of this Note, whether this Note shall have become
payable at maturity or by acceleration or otherwise; provided, however, that,
subject to the provisions of subsection (c) hereof, the Company may make, and
the Payee may receive, accept and retain, payments of principal and interest
permitted under Section 3 of this Note, unless, if, on the date such payment
would (but for the terms hereof) be payable to and received by the Payee
pursuant to this Note, (i) a default under the documents evidencing the Senior
Debt shall have occurred, shall be continuing and shall not have been
specifically waived in writing by the Lenders, or the Lenders shall have
declared the Senior Debt or any portion thereof due and payable in full on the
basis of the occurrence of such default, or (ii) such default shall not be
continuing on any such payment date, but the Lenders shall have declared all or
any portion of the Senior Debt due and payable in full on the basis of the
occurrence of such default and such acceleration shall not have been
specifically rescinded in writing by the Lenders.

                           (c) In the event of (i) any insolvency, bankruptcy,
receivership, custodianship, liquidation, reorganization, readjustment of debt,
arrangement, composition, assignment for the benefit of creditors, or other
similar proceeding relative to the Company, or (ii) any proceeding for voluntary
liquidation, dissolution or other winding up or bankruptcy proceedings, then and
in any such event:

                                    (A) All of the Senior Debt shall first be
                           paid in full before any payment or distribution of
                           any character, whether in cash, securities,
                           obligations or other property, shall be made in
                           respect of this Note;

                                    (B) Any payment or distribution of any
                           character, which would otherwise (but for the terms
                           hereof) be payable or deliverable in respect of this
                           Note (including any payment or distribution of any
                           other indebtedness of the Company being subordinated
                           to this Note), shall be paid or delivered directly to
                           the Lenders or their representative, until all of the
                           Senior Debt shall have been paid in full, and the
                           Payee or any other holder of this Note irrevocably
                           authorizes, empowers and directs all receivers,
                           custodians, trustees, liquidators, conservators and
                           others having authority to effect all such payments
                           and deliveries;

                                    (C) The Payee or any other holder of this
                           Note shall execute and deliver to the Lenders or
                           their representative all such further instruments
                           confirming the authorization referred to in the
                           foregoing clause (B), and shall take all such other
                           actions as may be requested by the Lenders or their
                           representative in order to enable the Lenders or
                           their representative to enforce any and all claims
                           upon or in respect of this Note and to collect and
                           give any and all payments or distributions which may
                           be payable or deliverable at any time upon or with
                           respect to this Note.

                                       2
<PAGE>

                           (d) If, notwithstanding the provisions of this Note,
any payment or distribution of any character (whether in cash, securities,
obligations or other property) or any security shall be received by the Payee in
contravention of the terms of this Note, and before all Senior Debt shall have
been paid in full, and provided that the Payee has actual knowledge of the
foregoing, such payment, distribution or security shall not be commingled with
any asset of the Payee, shall be held in trust for the benefit of, and shall be
paid over or delivered and transferred to, the Lenders or their representative,
for application to the payment of all Senior Debt remaining unpaid, until all of
the Senior Debt shall have been paid in full.

                           (e) This Note, without further reference, shall pass
to and may be relied on and enforced by any transferee or subsequent holder of
the Senior Debt.

                           (f) Except to the extent provided in this Note that
the debt evidenced by this Note may not become due and payable or be paid and
the Payee may not exercise rights with respect thereto, nothing contained herein
shall impair, as between the Company and the Payee, the obligation of the
Company, to pay to Payee the principal of this Note, and interest thereon, as
and when the same shall become due and payable in accordance with the terms
hereof, or prevent the Payee upon default with respect to this Note, from
exercising all rights, powers and remedies otherwise provided herein or by
applicable law, all subject to the rights of the holders of Senior Debt
hereunder. Upon any distribution of assets of the Company referred to in the
provisions hereof, the Payee shall be entitled to rely upon any order or decree
made by any court of competent jurisdiction in which such dissolution, winding
up, liquidation or reorganization proceedings are pending or a certificate of
the liquidating trustee or agent or other person making any distribution to the
Payee, for the purpose of ascertaining the persons entitled to participate in
such distribution, the holders of the Senior Debt and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to the provisions
hereof.

                           (g) Notwithstanding any statute, including, without
limitation, the U.S. Federal Bankruptcy Code, as now or hereafter in effect (the
"Bankruptcy Code"), any rule of law or bankruptcy procedures to the contrary,
the right of the Lenders hereunder to have all of the Senior Debt paid and
satisfied in full prior to the payment of any of the debt evidenced by this Note
shall include, without limitation, the right of the Lenders to be paid in full
all interest accruing on the Senior Debt due to it after the filing of any
petition by or against the Company in connection with any bankruptcy or similar
proceeding or any other proceeding referred to in subsection 2(c) hereof, prior
to the payment of any amounts in respect of this Note, including, without
limitation, any interest due to the Payee accruing after such date.

                           (h) No right of any present or future holders of any
Senior Debt to enforce subordination as herein provided shall at any time in any
way be prejudiced or impaired by any act or failure to act on the part of the
Company or by any act or failure to act in good faith by any such holders, or by
any noncompliance by the Company with the terms and provisions of this Note,
regardless of any knowledge thereof with which any such holders may have or be
otherwise charged. The holders of the Senior Debt may, without in any way
affecting the

                                       3
<PAGE>

obligations of the Payee with respect thereto, at any time or from time to time
in their absolute discretion, change the manner, place or terms of payment of,
change or extend the time of payment of, or renew or alter, any Senior Debt, or
amend, modify or supplement any agreement or instrument governing or evidencing
such Senior Debt or any other document referred to therein, or exercise or
refrain from exercising any other of their rights under the Senior Debt
including, without limitation, the waiver of default thereunder and the release
of any collateral securing such Senior Debt, all without notice to or assent
from the Payee.

                           (i) Subject to the prior payment in full of all
Senior Debt, the Payee shall be subrogated to the rights of the holders of
Senior Debt to receive payments or distributions of assets of the Company
applicable to the Senior Debt until all amounts owing on this Note shall be paid
in full, and for the purpose of such subrogation no payments or distributions to
the holders of the Senior Debt by or on behalf of the Company or by or on behalf
of the Payee by virtue of the provisions hereof which otherwise would have been
made to the Payee shall, as between the Company, its creditors other than the
holders of Senior Debt, and the Payee, be deemed to be payment by the Company to
or on account of the Senior Debt, it being understood that the provisions hereof
are and are intended solely for the purpose of defining the relative rights of
the Payee, on the one hand, and the holders of the Senior Debt, on the other
hand.

                  3. Principal and Interest Payments.

         (a) Subject to the subordination provisions in Section 2 of this Note,
the Company shall repay in full the entire principal balance then outstanding
under this Note on the first to occur (the "Maturity Date") of: (i) April 13,
2002; or (ii) the acceleration of the obligations as contemplated by this Note.
Subject to the subordination provisions in Section 2 of this Note, the Company
may prepay all or any part of this Note, together with the Other Note, in whole
or in part at any time, without penalty or premium, as set forth in Section 7(d)
hereof.

         (b) Interest on the outstanding principal balance of this Note shall
accrue at a rate of nine percent (9%) per annum during the first ninety (90)
days following the date hereof, and twelve percent (12%) per annum thereafter.
Interest on the outstanding principal balance of the Note shall be computed on
the basis of the actual number of days elapsed and a year of three hundred and
sixty (360) days and shall be payable by the Company (i) on a quarterly basis,
commencing on July 13, 2001 and on each three-month anniversary thereafter,
continuing throughout the term of this Note, and (ii) in full on the Maturity
Date.

                  4. Payment on Non-Business Days. Whenever any payment to be
made shall be due on a Saturday, Sunday or a public holiday under the laws of
the State of New York, such payment may be due on the next succeeding business
day and such next succeeding day shall be included in the calculation of the
amount of accrued interest payable on such date.

                  5. Events of Default. The occurrence of any of the following
events shall be an "Event of Default" under this Note:

                                       4
<PAGE>

                           (a) the Company shall fail to make the payment of any
amount of any principal outstanding for a period of three (3) business days
after the date such payment shall become due and payable hereunder; or

                           (b) the Company shall fail to make any payment of
interest for a period of three (3) business days after the date such interest
shall become due and payable hereunder; or

                           (c) the Company shall fail to have the Registration
Statement (the "Registration Statement") as defined in the Registration Rights
Agreement, dated as of the date hereof, between the Company and the Payee (the
"Registration Rights Agreement") to be declared effective by the U.S. Securities
and Exchange Commission (the "SEC") on or prior to the Effectiveness Date (as
defined in the Registration Rights Agreement); or

                           (d) the Company shall fail to (i) timely file the
Registration Statement or (ii) make the payment of any fees and/or liquidated
damages under this Note or the Note and Warrant Purchase Agreement by and among
the Company, the Payee, and the other purchaser a party thereto, dated as of the
date hereof (the "Purchase Agreement") which failure is not remedied within five
(5) business days after the occurrence thereof; or

                           (e) while the Registration Statement is required to
be maintained effective pursuant to the terms of the Registration Rights
Agreement, the effectiveness of the Registration Statement lapses for any reason
(including, without limitation, the issuance of a stop order) or is unavailable
to the Payee for sale of the Registrable Securities (as defined in the
Registration Rights Agreement) in accordance with the terms of the Registration
Rights Agreement, and such lapse or unavailability continues for a period of ten
(10) consecutive trading days, provided that the cause of such lapse or
unavailability is not due to factors solely within the control of Payee; or

                           (f) the Company shall default in the performance or
observance of any covenant, condition or agreement contained in any of the
Transaction Documents (as defined in the Purchase Agreement, the "Transaction
Documents") (or the Company makes an announcement, statement or threat that it
does not intend to honor its obligations under any of the Transaction Documents)
and such default is not fully cured within five (5) business days (other than
with respect to an announcement, statement or threat) after the occurrence
thereof in the case of failure within the Company's control or thirty (30)
business days in the case of a default due to circumstances outside of the
Company's control, after the earlier of (x) the date on which any executive
officer of the Company shall have obtained actual knowledge of such failure (or
such announcement, statement or threat) and (y) the date on which written notice
thereof has been given to the Company by the Payee which is not covered by any
other provisions of this Section 5(f); or

                           (g) any representation, warranty or certification
made by the Company herein or in any of the other Transaction Documents or in
any certificate or financial statement


                                       5
<PAGE>

shall prove to have been false or incorrect or breached in a material respect on
the date as of which made; or

                           (h) the Company shall issue any debt securities,
other than the Senior Debt, which are not subordinate to this Note on such terms
as are acceptable to the holders of a majority of the outstanding principal
amount of this Note and the other subordinated promissory notes issued to any
other holder pursuant to the Purchase Agreement; or

                           (i) the Company or any of its Subsidiaries (as
defined the Purchase Agreement, the "Subsidiaries") shall (i) default in any
payment of any amount or amounts of principal of or interest on any Indebtedness
(as defined in the Purchase Agreement, the "Indebtedness") (other than the
Indebtedness hereunder) the aggregate principal amount of which Indebtedness of
all such persons is in excess of $1,000,000, whether such Indebtedness now
exists or shall hereinafter be created, and such default entitles the holder
thereof to declare such indebtedness to be due and payable, and such
indebtedness has not been discharged in full or such acceleration has not been
stayed, rescinded or annulled within ten (10) business days of such
acceleration, or (ii) default in the observance or performance of any other
agreement or condition relating to any Indebtedness or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event shall occur or condition exist, the effect of which default or other event
or condition is to cause, or to permit the holder or holders or beneficiary or
beneficiaries of such Indebtedness to cause with the giving of notice if
required, such Indebtedness to become due prior to its stated maturity; or

                           (j) A judgment or order for the payment of money
shall be rendered against the Company or any Subsidiary in excess of $500,000 in
the aggregate (net of any applicable insurance coverage) for all such judgments
or orders against all such persons (treating any deductibles, self insurance or
retention as not so covered) that shall not be discharged, and all such
judgments and orders remain outstanding, and there shall be any period of thirty
(30) consecutive days following entry of the judgment or order in excess of
$500,000 or the judgment or order which causes the aggregate amount described
above to exceed $500,000 during which a stay of enforcement of such judgment or
order, by reason of a pending appeal or otherwise, shall not be in effect; or

                           (k) an "Event of Default" has occurred and is
continuing under any Other Note issued to any other holder pursuant to the
Purchase Agreement; or

                           (l) the Company shall (i) apply for or consent to the
appointment of, or the taking of possession by, a receiver, custodian, trustee
or liquidator of itself or of all or a substantial part of its property or
assets, (ii) admit in writing its inability to pay its debts as such debts
become due, (iii) make a general assignment for the benefit of its creditors,
(iv) commence a voluntary case under the Bankruptcy Code or under the comparable
laws of any jurisdiction (foreign or domestic), (v) file a petition seeking to
take advantage of any bankruptcy, insolvency, moratorium, reorganization or
other similar law affecting the enforcement of creditors' rights generally, (vi)
acquiesce in writing to any petition filed against it in an involuntary case
under the


                                       6
<PAGE>

Bankruptcy Code or under the comparable laws of any jurisdiction (foreign or
domestic), or (vii) take any action under the laws of any jurisdiction (foreign
or domestic) analogous to any of the foregoing; or

                           (m) a proceeding or case shall be commenced in
respect of the Company or any of its Subsidiaries without its application or
consent, in any court of competent jurisdiction, seeking (i) the liquidation,
reorganization, moratorium, dissolution, winding up, or composition or
readjustment of its debts, (ii) the appointment of a trustee, receiver,
custodian, liquidator or the like of it or of all or any substantial part of its
assets or (iii) similar relief in respect of it under any law providing for the
relief of debtors, and such proceeding or case described in clause (i), (ii) or
(iii) shall continue undismissed, or unstayed and in effect, for a period of
thirty (30) consecutive days or any order for relief shall be entered in an
involuntary case under the Bankruptcy Code or under the comparable laws of any
jurisdiction (foreign or domestic) against the Company or any of its
Subsidiaries or action under the laws of any jurisdiction (foreign or domestic)
analogous to any of the foregoing shall be taken with respect to the Company or
any of its Subsidiaries and shall continue undismissed, or unstayed and in
effect for a period of thirty (30) consecutive days.

                  6. Remedies Upon An Event of Default. If an Event of Default
shall have occurred and shall be continuing, the Payee of this Note may at any
time at its option, subject to the subordination provisions of this Note, (a)
declare the entire unpaid principal balance of this Note, together with all
interest accrued hereon, due and payable, and thereupon, the same shall be
accelerated and so due and payable, without presentment, demand, protest, or
notice, all of which are hereby expressly unconditionally and irrevocably waived
by the Company; provided, however, that upon the occurrence of an Event of
Default described in (i) Sections 5.1 (l) and (m), the outstanding principal
balance and accrued interest hereunder shall be automatically due and payable,
and (ii) Sections 5.1(a) through (k), the Payee may demand the prepayment of
this Note pursuant to Section 7 hereof; or (b) exercise or otherwise enforce any
one or more of the Payee's rights, powers, privileges, remedies and interests
under this Note or any of the other Transaction Documents or applicable law. No
course of delay on the part of the Payee shall operate as a waiver thereof or
otherwise prejudice the right of the Payee. No remedy conferred hereby shall be
exclusive of any other remedy referred to herein or now or hereafter available
at law, in equity, by statute or otherwise.

                  7. Prepayment Options and Conversion.

                           (a) Prepayment. Notwithstanding anything to the
contrary contained herein, the Payee shall have the right, at such Payee's
option, subject to the subordination provisions of this Note, to require the
Company to prepay all or a portion of the sum of the outstanding principal
amount and any interest accrued and outstanding under this Note (the "Prepayment
Price"), provided, that such prepayment is requested upon the occurrence of a
Major Transaction (as defined in Section 7(e) below) or a Triggering Event (as
defined in Section 7(e) below). Nothing in this Section 7(a) shall limit the
Payee's rights under Section 6 hereof.


                                       7
<PAGE>

The Company shall immediately notify the holder of the Other Note if the Payee
has requested prepayment pursuant to this Section 7.

                           (b) Mechanics of Prepayment at Option of Payee. At
least thirty (30) days prior to the occurrence of a Major Transaction and within
one (1) day after the occurrence of a Triggering Event, the Company shall
deliver written notice thereof via facsimile and overnight courier ("Notice of a
Prepayment Event") to the Payee and the holder of the Other Note. At any time on
or after the earlier of the Payee's receipt of a Notice of a Prepayment Event
and the Payee becoming aware of a Major Transaction or a Triggering Event, the
Payee may, subject to the subordination provisions of this Note, require the
Company to prepay all or a portion of the outstanding principal amount and any
interest accrued and outstanding under this Note by delivering written notice
thereof via facsimile and overnight courier ("Notice of Prepayment at Option of
Payee") to the Company, which Notice of Prepayment at Option of Payee shall
indicate the amount of principal and interest accrued and outstanding under this
Note that the Payee is electing to have prepaid, the sum of which shall be the
Prepayment Price.

                           (c) Payment of Prepayment Price. Upon the Company's
receipt of a Notice of Prepayment at Option of Payee from the Payee, the Company
shall immediately notify the Payee by facsimile of the Company's receipt of a
Notice of Prepayment at Option of Payee and the Payee which has sent such a
notice shall, in the case of a Major Transaction, deliver to the Company this
Note which Payee has elected to have prepaid on or before the consummation or
closing of such Major Transaction and, in the case of a Triggering Event,
promptly submit to the Company this Note which Payee has elected to have
prepaid. The Company shall pay the Prepayment Price to Payee, in the case of a
Major Transaction, at or prior to the closing of the Major Transaction, and, in
the case of a Triggering Event, within five (5) business days after the
Company's receipt of a Notice of Prepayment at Option of Payee; provided that
this Note shall have been so delivered to the Company. If the Company shall fail
to prepay all of the Prepayment Price (other than pursuant to a dispute as to
the arithmetic calculation of the Prepayment Price), in addition to any remedy
the Payee may have under this Note, the Registration Rights Agreement and the
Purchase Agreement, the Prepayment Price payable in respect of such unprepaid
Notes shall bear interest at the rate of two percent (2.0%) per each period of
thirty (30) consecutive days, pro rated for any period of less than thirty (30)
days until paid in full. Until the Company pays such unpaid Prepayment Price in
full to the Payee, the Payee shall have the option (the "Void Optional
Prepayment Option") to, in lieu of prepayment, require the Company to promptly
return to the Payee this Note that was submitted for prepayment by Payee under
this Section 7(c) and for which the Prepayment Price has not been paid, by
sending written notice thereof to the Company via facsimile (the "Void Optional
Prepayment Notice"). Upon the Company's receipt of such Void Optional Prepayment
Notice(s) and prior to payment of the full Prepayment Price to Payee, (i) the
Notice(s) of Prepayment at Option of Payee shall be null and void with respect
to this Note submitted for prepayment and for which the Prepayment Price has not
been paid and (ii) the Company shall immediately return this Note submitted to
the Company by the Payee for prepayment under this Section 7(c) and for which
the Prepayment Price has not been paid. A Payee's delivery of a Void Optional


                                       8
<PAGE>

Prepayment Notice and exercise of its rights following such notice shall not
affect the Company's obligations to make any payments which have accrued prior
to the date of such notice.

                           (d) Company's Prepayment Option. The Company may
prepay, at the option of its Board of Directors, subject to the subordination
provisions of this Note, all or any portion of the outstanding principal amount
of this Note and the accrued and unpaid interest thereon upon five (5) business
days prior written notice to the Payee (the "Company Prepayment Notice") at a
cash price equal to sum of the outstanding principal amount and any interest
accrued and outstanding (the "Company Prepayment Price"). The Company may not
deliver a Company Prepayment Notice to the Payee unless the Company has clear
and good funds for a minimum of the amount it intends to prepay in a bank
account controlled by the Company. The Company Prepayment Notice shall state the
date of prepayment (the "Company Prepayment Date"), the Company Prepayment
Price, the amount of the Note of such Payee to be prepaid, the amount of accrued
and unpaid interest through the Company Prepayment Date and shall call upon the
Payee to surrender to the Company on the Company Prepayment Date at the place
designated in the Company Prepayment Notice such Payee's Note. The Company
Prepayment Date shall be no more than five (5) trading days after the date on
which the Payee is notified of the Company's intent to prepay the Note (the
"Company Prepayment Notice Date"). If the Company fails to pay the Company
Prepayment Price by the sixth (6th) trading day following the Company Prepayment
Notice Date, the prepayment will be declared null and void and the Company shall
lose its right to deliver a Company Prepayment Notice to the Payee in the
future. On or after the Company Prepayment Date, the Payee shall surrender the
Notes called for prepayment to the Company at the place designated in the
Company Prepayment Notice and shall thereupon be entitled to receive payment of
the Company Prepayment Price.

                           (e) For purposes of this Note, (1) "Major
Transaction" means the consummation of any of the following transactions: (i)
the consolidation, merger or other business combination of the Company with or
into a person or entity (other than (A) pursuant to a migratory merger effected
solely for the purpose of changing the jurisdiction of incorporation of the
Company, or (B) a consolidation, merger or other business combination in which
holders of the Company's or any of its Subsidiaries voting power immediately
prior to the transaction continue after the transaction to hold, directly or
indirectly, the voting power of the surviving entity or entities necessary to
elect a majority of the members of the board of directors (or their equivalent
if other than a corporation) of such entity or entities); (ii) the sale or
transfer of all or substantially all of the Company's or any of its
Subsidiaries' assets; or (iii) the consummation of a purchase, tender or
exchange offer made to the holders of more than 30% of the outstanding shares of
the Company's common stock; provided, however, that during the six months
following the date of issuance of this Note a Strategic Merger shall not be
deemed a Major Transaction, (2) "Strategic Merger" means a merger with another
entity in the same industry as the Company, in which the Company is the
surviving entity and its Common Stock remains publicly traded subsequent to the
merger and an investment of at least $7,000,000 has been made in the Company's
Common Stock or convertible preferred stock; and (3) "Triggering Event" means
(i) the failure to have a Registration Statement, registering the shares of
common stock of the Company issuable upon exercise of the related warrants
delivered herewith, declared effective by


                                       9
<PAGE>

the SEC within one hundred twenty (120) days following the date hereof; or (ii)
any representation or warranty made by the Company in the Purchase Agreement or
any of the Transaction Documents shall prove to have been false or incorrect in
a material respect at the time when made; or (iii) the Company has breached a
material covenant or other term or condition of the Purchase Agreement or any
related agreement delivered therewith; or (iv) the Company has entered into a
Subsequent Financing (as defined in Section 3.10 of the Purchase Agreement).

                           (f) The Payee may, at its option, elect to convert
all or a portion of the outstanding principal amount of this Note, plus all
accrued but unpaid interest thereon into debt or equity securities of the
Company issued after the date hereof at a conversion price equal to one hundred
ten percent (110%) of the outstanding principal amount of the Note plus any
accrued interest thereon being converted.

                  8. Other Notes. This Note is one of the Notes referred to in
the Purchase Agreement. Any and all payments or prepayments of this Note by the
Company shall be made on a pro rata basis with the Other Note. The Company shall
promptly notify the holder of this Note of any notices sent or received, or any
actions taken with respect to the Other Note.

                  9. Replacement. Upon receipt of a duly executed, notarized and
unsecured written statement from the Payee with respect to the loss, theft or
destruction of this Note (or any replacement hereof), and without requiring an
indemnity bond or other security, or, in the case of a mutilation of this Note,
upon surrender and cancellation of such Note, the Company shall issue a new
Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or
mutilated Note.

                  10. Parties in Interest, Transferability. This Note shall be
binding upon the Company and its successors and assigns and the terms hereof
shall inure to the benefit of the Payee and its successors and permitted
assigns. This Note may be transferred or sold, subject to the provisions of
Section 20 of this Note, or pledged, hypothecated or otherwise granted as
security by the Payee.

                  11. Reliance. The Payee acknowledges and agrees that the
Lenders have relied upon and will continue to rely upon, and are third-party
beneficiaries of, the subordination provisions set forth herein in making loans
and in otherwise extending credit to the Company. The Payee hereby waives notice
of or proof of reliance hereon.

                  12. Amendments. This note may not be modified or amended in
any manner except in writing executed by the Company and the Payee; provided,
however, the subordination provisions contained herein are for the benefit of
the Lenders and may not be rescinded, canceled, amended or modified in any way
without the prior written consent thereto of the Lenders, if the Lenders shall
then be holding Senior Debt.

                  13. Notices. Any notice, demand, request, waiver or other
communication required or permitted to be given hereunder shall be in writing
and shall be effective (a) upon hand delivery by telecopy or facsimile at the
address or number designated below (if delivered


                                       10
<PAGE>

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
express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The Company will
give written notice to the Payee at least thirty (30) days prior to the date on
which the Company closes its books or takes a record (x) with respect to any
dividend or distribution upon the common stock of the Company, (y) with respect
to any pro rata subscription offer to holders of common stock of the Company or
(z) for determining rights to vote with respect to a Major Transaction or a
Triggering Event, dissolution, liquidation or winding-up and in no event shall
such notice be provided to such holder prior to such information being made
known to the public. The Company will also give written notice to the Payee at
least twenty (20) days prior to the date on which dissolution, liquidation or
winding-up will take place and in no event shall such notice be provided to the
Payee prior to such information being made known to the public.

   Address of the Payee:         S.A.C. Capital Associates, LLC
                                 c/o S.A.C. Capital Advisors, LLC
                                 777 Long Ridge Road
                                 Stamford, CT 06902
                                 Attention:  General Counsel
                                 Telecopier:  (203) 614 2393


   Address of the Company:       Speedcom Wireless Corporation
                                 1748 Independence Boulevard, D-4
                                 Sarasota, Florida 34243
                                 Attention:  Jay Wright, Chief Financial Officer
                                 Telecopier: (941) 358-6208

                  14. Governing Law. This Note shall be governed by and
construed in accordance with the internal laws of the State of New York, without
giving effect to the choice of law provisions. This Note shall not be
interpreted or construed with any presumption against the party causing this
Note to be drafted.

                  15. Headings. Article and section headings in this Note are
included herein for purposes of convenience of reference only and shall not
constitute a part of this Note for any other purpose.

                  16. Remedies, Characterizations, Other Obligations, Breaches
and Injunctive Relief. The remedies provided in this Note shall be cumulative
and in addition to all other remedies available under this Note, at law or in
equity (including, without limitation, a decree of specific performance and/or
other injunctive relief), no remedy contained herein shall be deemed a waiver of
compliance with the provisions giving rise to such remedy and nothing herein
shall limit a Payee's right to pursue actual damages for any failure by the
Company to comply with the


                                       11
<PAGE>

terms of this Note. Amounts set forth or provided for herein with respect to
payments and the like (and the computation thereof) shall be the amounts to be
received by the Payee and shall not, except as expressly provided herein, be
subject to any other obligation of the Company (or the performance thereof). The
Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable and material harm to the Payee and that the remedy at law for any
such breach may be inadequate. Therefore the Company agrees that, in the event
of any such breach or threatened breach, the Payee shall be entitled, in
addition to all other available rights and remedies, at law or in equity, to
seek and obtain such equitable relief, including but not limited to an
injunction restraining any such breach or threatened breach, without the
necessity of showing economic loss and without any bond or other security being
required.

                  17. Failure or Indulgence Not Waiver. No failure or delay on
the part of the Payee in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other right, power or privilege.

                  18. Enforcement Expenses. The Company agrees to pay all costs
and expenses of enforcement of this Note, including, without limitation,
reasonable attorneys' fees and expenses.

                  19. Binding Effect. The obligations of the Company and the
Payee set forth herein shall be binding upon the successors and assigns of each
such party, whether or not such successors or assigns are permitted by the terms
hereof.

                  20. Compliance with Securities Laws. The Payee of this Note
acknowledges that this Note is being acquired solely for the Payee's own account
and not as a nominee for any other party, and for investment, and that the Payee
shall not offer, sell or otherwise dispose of this Note other than in compliance
with the laws of the United States of America and as guided by the rules of the
SEC. This Note and any Note issued in substitution or replacement therefore
shall be stamped or imprinted with a legend in substantially the following form:

                  "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
                  1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
                  SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
                  DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND
                  UNDER APPLICABLE STATE SECURITIES LAWS OR SPEEDCOM WIRELESS
                  CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT
                  REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND
                  UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS
                  NOT REQUIRED."


                  21. Severability. The provisions of this Note are severable,
and if any provision shall be held invalid or unenforceable in whole or in part
in any jurisdiction, then such


                                       12
<PAGE>

invalidity or unenforceability shall not in any manner affect such provision in
any other jurisdiction or any other provision of this Note in any jurisdiction.

                  22. Consent to Jurisdiction. Each of the Company and the Payee
(i) hereby irrevocably submits to the jurisdiction of the United States District
Court sitting in the Southern District of New York and the courts of the State
of New York located in New York county for the purposes of any suit, action or
proceeding arising out of or relating to this Note and (ii) hereby waives, and
agrees not to assert in any such suit, action or proceeding, any claim that it
is not personally subject to the jurisdiction of such court, that the suit,
action or proceeding is brought in an inconvenient forum or that the venue of
the suit, action or proceeding is improper. Each of the Company and the Payee
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address in effect for notices to it
under the Purchase Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing in this Section 22
shall affect or limit any right to serve process in any other manner permitted
by law.

                  23. Company Waivers. Except as otherwise specifically provided
herein, the Company and all others that may become liable for all or any part of
the obligations evidenced by this Note, hereby waive presentment, demand, notice
of nonpayment, protest and all other demands and notices in connection with the
delivery, acceptance, performance and enforcement of this Note, and do hereby
consent to any number of renewals of extensions of the time or payment hereof
and agree that any such renewals or extensions may be made without notice to any
such persons and without affecting their liability herein and do further consent
to the release of any person liable hereon, all without affecting the liability
of the other persons, firms or Company liable for the payment of this Note, AND
DO HEREBY WAIVE TRIAL BY JURY.

                           (a) No delay or omission on the part of the Payee in
exercising its rights under this Note, or course of conduct relating hereto,
shall operate as a waiver of such rights or any other right of the Payee, nor
shall any waiver by the Payee of any such right or rights on any one occasion be
deemed a waiver of the same right or rights on any future occasion.

                           (b) THE COMPANY ACKNOWLEDGES THAT THE TRANSACTION OF
WHICH THIS NOTE IS A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED
BY APPLICABLE LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO
ANY PREJUDGMENT REMEDY WHICH THE PAYEE OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE
TO USE.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       13
<PAGE>



                  IN WITNESS WHEREOF, the Company has executed and delivered
this Note as of the date first written above.



                                                   SPEEDCOM WIRELESS CORPORATION



                                                   By:__________________________
                                                      Name:
                                                      Title:





                                       14
<PAGE>


                                                                       Exhibit C
                                                                       ---------


                                 FORM OF WARRANT


THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR SPEEDCOM WIRELESS CORPORATION SHALL HAVE
RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER
THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS
IS NOT REQUIRED.


                               WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                          Speedcom Wireless Corporation


                             Expires April 13, 2006

No.: W-1                                               Number of Shares: 222,222
Date of Issuance: April 13, 2001


         FOR VALUE RECEIVED, subject to the provisions hereinafter set forth,
the undersigned, Speedcom Wireless Corporation, a Delaware corporation (together
with its successors and assigns, the "Issuer"), hereby certifies that S.A.C.
Capital Associates LLC or its registered assigns is entitled to subscribe for
and purchase, during the period specified in this Warrant, up to TWO HUNDRED
TWENTY-TWO THOUSAND TWO HUNDRED TWENTY-TWO (222,222) shares (subject to
adjustment as hereinafter provided) of the duly authorized, validly issued,
fully paid and non-assessable Common Stock of the Issuer, at an exercise price
per share equal to the Warrant Price then in effect, subject, however, to the
provisions and upon the terms and conditions hereinafter set forth. Capitalized
terms used in this Warrant and not otherwise defined herein shall have the
respective meanings specified in Section 9 hereof.

                                      -1-
<PAGE>


         1. Term. The right to subscribe for and purchase shares of Warrant
Stock represented hereby shall commence on the date of issuance of this Warrant
and shall expire at 5:00 p.m., eastern time, on April 13, 2006 (such period
being the "Term").

         2. Method of Exercise Payment; Issuance of New Warrant; Transfer and
Exchange.

         (a) Time of Exercise. The purchase rights represented by this Warrant
may be exercised in whole or in part at any time and from time to time during
the Term.

         (b) Method of Exercise. The Holder hereof may exercise this Warrant, in
whole or in part, by the surrender of this Warrant (with the exercise form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment to the Issuer of an amount of consideration therefor equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of
shares of Warrant Stock with respect to which this Warrant is then being
exercised, payable at such Holder's election (i) by certified or official bank
check or by wire transfer to an account designated by the Issuer, (ii)
commencing on the first anniversary of the date of issuance, by "cashless
exercise" by surrender to the Issuer for cancellation of a portion of this
Warrant representing that number of unissued shares of Warrant Stock which is
equal to the quotient obtained by dividing (A) the product obtained by
multiplying the Warrant Price by the number of shares of Warrant Stock being
purchased upon such exercise by (B) the Per Share Market Value as of the date of
such exercise, or (iii) commencing on the first anniversary of the date of
issuance, by a combination of the foregoing methods of payment selected by the
Holder of this Warrant. In any case where the consideration payable upon such
exercise is being paid in whole or in part pursuant to the provisions of clause
(ii) of this subsection (b), such exercise shall be accompanied by written
notice from the Holder of this Warrant specifying the manner of payment thereof
and containing a calculation showing the number of shares of Warrant Stock with
respect to which rights are being surrendered thereunder and the net number of
shares to be issued after giving effect to such surrender.

         (c) Issuance of Stock Certificates. In the event of any exercise of the
rights represented by this Warrant in accordance with and subject to the terms
and conditions hereof, (i) certificates for the shares of Warrant Stock so
purchased shall be dated the date of such exercise and delivered to the Holder
hereof within a reasonable time, not exceeding three (3) Trading Days after such
exercise, and the Holder hereof shall be deemed for all purposes to be the
Holder of the shares of Warrant Stock so purchased as of the date of such
exercise, and (ii) unless this Warrant has expired, a new Warrant representing
the number of shares of Warrant Stock, if any, with respect to which this
Warrant shall not then have been exercised (less any amount thereof which shall
have been canceled in payment or partial payment of the Warrant Price as
hereinabove provided) shall also be issued to the Holder hereof at the Issuer's
expense within such time.

         (d) Transferability of Warrant. Subject to Section 2(e), this Warrant
may be transferred by a Holder without the consent of the Issuer. If transferred
pursuant to this paragraph and subject to the provisions of subsection (e) of
this Section 2, this Warrant may be transferred on the books of the Issuer by
the Holder hereof in person or by duly authorized attorney, upon surrender of
this Warrant at the principal office of the Issuer, properly endorsed


                                      -2-
<PAGE>

(by the Holder executing an assignment in the form attached hereto) and upon
payment of any necessary transfer tax or other governmental charge imposed upon
such transfer. This Warrant is exchangeable at the principal office of the
Issuer for Warrants for the purchase of the same aggregate number of shares of
Warrant Stock, each new Warrant to represent the right to purchase such number
of shares of Warrant Stock as the Holder hereof shall designate at the time of
such exchange. All Warrants issued on transfers or exchanges shall be dated the
Original Issue Date and shall be identical with this Warrant except as to the
number of shares of Warrant Stock issuable pursuant hereto.

         (e) Compliance with Securities Laws.

                  (i) The Holder of this Warrant, by acceptance hereof,
         acknowledges that this Warrant or the shares of Warrant Stock to be
         issued upon exercise hereof are being acquired solely for the Holder's
         own account and not as a nominee for any other party, and for
         investment, and that the Holder will not offer, sell or otherwise
         dispose of this Warrant or any shares of Warrant Stock to be issued
         upon exercise hereof except pursuant to an effective registration
         statement, or an exemption from registration, under the Securities Act
         and any applicable state securities laws.

                  (ii) Except as provided in paragraph (iii) below, this Warrant
         and all certificates representing shares of Warrant Stock issued upon
         exercise hereof shall be stamped or imprinted with a legend in
         substantially the following form:

                  THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
                  EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE
                  SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
                  DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND
                  UNDER APPLICABLE STATE SECURITIES LAWS OR SPEEDCOM WIRELESS
                  CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT
                  REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND
                  UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS
                  NOT REQUIRED.

                  (iii) The restrictions imposed by this subsection (e) upon the
         transfer of this Warrant or the shares of Warrant Stock to be purchased
         upon exercise hereof shall terminate (A) when such securities shall
         have been resold pursuant to an effective registration statement under
         the Securities Act, (B) upon the Issuer's receipt of an opinion of
         counsel, in form and substance reasonably satisfactory to the Issuer,
         addressed to the Issuer to the effect that such restrictions are no
         longer required to ensure compliance with the Securities Act and state
         securities laws or (C) upon the Issuer's receipt of other evidence
         reasonably satisfactory to the Issuer that such registration and
         qualification under the Securities Act and state securities laws are
         not required. Whenever such


                                      -3-
<PAGE>

         restrictions shall cease and terminate as to any such securities, the
         Holder thereof shall be entitled to receive from the Issuer (or its
         transfer agent and registrar), without expense (other than applicable
         transfer taxes, if any), new Warrants (or, in the case of shares of
         Warrant Stock, new stock certificates) of like tenor not bearing the
         applicable legend required by paragraph (ii) above relating to the
         Securities Act and state securities laws.

         (f) Continuing Rights of Holder. The Issuer will, at the time of or at
any time after each exercise of this Warrant, upon the request of the Holder
hereof, acknowledge in writing the extent, if any, of its continuing obligation
to afford to such Holder all rights to which such Holder shall continue to be
entitled after such exercise in accordance with the terms of this Warrant,
provided that if any such Holder shall fail to make any such request, the
failure shall not affect the continuing obligation of the Issuer to afford such
rights to such Holder.

         3. Stock Fully Paid; Reservation and Listing of Shares; Covenants.

         (a) Stock Fully Paid. The Issuer represents, warrants, covenants and
agrees that all shares of Warrant Stock which may be issued upon the exercise of
this Warrant or otherwise hereunder will, upon issuance, be duly authorized,
validly issued, fully paid and non-assessable and free from all taxes, liens and
charges created by or through Issuer. The Issuer further covenants and agrees
that during the period within which this Warrant may be exercised, the Issuer
will at all times have authorized and reserved for the purpose of the issue upon
exercise of this Warrant a sufficient number of shares of Common Stock to
provide for the exercise of this Warrant.

         (b) Reservation. If any shares of Common Stock required to be reserved
for issuance upon exercise of this Warrant or as otherwise provided hereunder
require registration or qualification with any governmental authority under any
federal or state law before such shares may be so issued, the Issuer will in
good faith use its best efforts as expeditiously as possible at its expense to
cause such shares to be duly registered or qualified. If the Issuer shall list
any shares of Common Stock on any securities exchange or market it will, at its
expense, list thereon, maintain and increase when necessary such listing, of,
all shares of Warrant Stock from time to time issued upon exercise of this
Warrant or as otherwise provided hereunder, and, to the extent permissible under
the applicable securities exchange rules, all unissued shares of Warrant Stock
which are at any time issuable hereunder, so long as any shares of Common Stock
shall be so listed. The Issuer will also so list on each securities exchange or
market, and will maintain such listing of, any other securities which the Holder
of this Warrant shall be entitled to receive upon the exercise of this Warrant
if at the time any securities of the same class shall be listed on such
securities exchange or market by the Issuer.

         (c) Covenants. The Issuer shall not by any action including, without
limitation, amending the Certificate of Incorporation or the by-laws of the
Issuer, or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other 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 the Holder hereof against dilution (to the extent
specifically provided herein) or impairment. Without


                                      -4-
<PAGE>

limiting the generality of the foregoing, the Issuer will (i) not permit the par
value, if any, of its Common Stock to exceed the then effective Warrant Price,
(ii) not amend or modify any provision of the Certificate of Incorporation or
by-laws of the Issuer in any manner that would adversely affect in any way the
powers, preferences or relative participating, optional or other special rights
of the Common Stock or which would adversely affect the rights of the Holders of
the Warrants, (iii) take all such action as may be reasonably necessary in order
that the Issuer may validly and legally issue fully paid and nonassessable
shares of Common Stock, free and clear of any liens, claims, encumbrances and
restrictions (other than as provided herein) upon the exercise of this Warrant,
and (iv) use its best efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may be
reasonably necessary to enable the Issuer to perform its obligations under this
Warrant.

         (d) Loss, Theft, Destruction of Warrants. Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft, destruction
or mutilation of any Warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security satisfactory to the Issuer
or, in the case of any such mutilation, upon surrender and cancellation of such
Warrant, the Issuer will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

         (e) Rights and Obligations under the Registration Rights Agreement. The
shares of Warrant Stock are entitled to the benefits and subject to the terms of
the Registration Rights Agreement dated as of April 13, 2001 between the Issuer
and the Holders listed on the signature pages thereof (as amended from time to
time, the "Registration Rights Agreement"). The Issuer shall keep or cause to be
kept a copy of the Registration Rights Agreement, and any amendments thereto, at
its chief executive office and shall furnish, without charge, copies thereof to
the Holder upon request.

         4. Adjustment of Warrant Price and Warrant Share Number. The number of
shares of Common Stock for which this Warrant is exercisable, and the price at
which such shares may be purchased upon exercise of this Warrant, shall be
subject to adjustment from time to time as set forth in this Section 4. The
Issuer shall give the Holder notice of any event described below which requires
an adjustment pursuant to this Section 4 in accordance with Section 5.

         (a) Recapitalization, Reorganization, Reclassification, Consolidation,
Merger or Sale.

                  (i) In case the Issuer after the Original Issue Date shall do
         any of the following (each, a "Triggering Event"): (a) consolidate with
         or merge into any other Person and the Issuer shall not be the
         continuing or surviving corporation of such consolidation or merger, or
         (b) permit any other Person to consolidate with or merge into the
         Issuer and the Issuer shall be the continuing or surviving Person but,
         in connection with such consolidation or merger, any Capital Stock of
         the Issuer shall be changed into or exchanged for Securities of any
         other Person or cash or any other property, or (c) transfer all or
         substantially all of its properties or assets to any other Person, or
         (d) effect a capital reorganization or reclassification of its Capital
         Stock, then, and in the case of each such Triggering Event, proper
         provision shall be made so that, upon the basis and the terms


                                      -5-
<PAGE>

         and in the manner provided in this Warrant, the Holder of this Warrant
         shall be entitled (x) upon the exercise hereof at any time after the
         consummation of such Triggering Event, to the extent this Warrant is
         not exercised prior to such Triggering Event, to receive at the Warrant
         Price in effect at the time immediately prior to the consummation of
         such Triggering Event in lieu of the Common Stock issuable upon such
         exercise of this Warrant prior to such Triggering Event, the
         Securities, cash and property to which such Holder would have been
         entitled upon the consummation of such Triggering Event if such Holder
         had exercised the rights represented by this Warrant immediately prior
         thereto, subject to adjustments (subsequent to such corporate action)
         as nearly equivalent as possible to the adjustments provided for
         elsewhere in this Section 4 or (y) to sell this Warrant (or, at such
         Holder's election, a portion hereof) concurrently with the Triggering
         Event to the Person continuing after or surviving such Triggering
         Event, or to the Issuer (if Issuer is the continuing or surviving
         Person) at a sales price equal to the amount of cash, property and/or
         Securities to which a holder of the number of shares of Common Stock
         which would otherwise have been delivered upon the exercise of this
         Warrant would have been entitled upon the effective date or closing of
         any such Triggering Event (the "Event Consideration"), less the amount
         or portion of such Event Consideration having a fair value equal to the
         aggregate Warrant Price applicable to this Warrant or the portion
         hereof so sold.

                  (ii) Notwithstanding anything contained in this Warrant to the
         contrary, the Issuer will not effect any Triggering Event unless, prior
         to the consummation thereof, each Person (other than the Issuer) which
         may be required to deliver any Securities, cash or property upon the
         exercise of this Warrant as provided herein shall assume, by written
         instrument delivered to, and reasonably satisfactory to, the Holder of
         this Warrant, (A) the obligations of the Issuer under this Warrant (and
         if the Issuer shall survive the consummation of such Triggering Event,
         such assumption shall be in addition to, and shall not release the
         Issuer from, any continuing obligations of the Issuer under this
         Warrant) and (B) the obligation to deliver to such Holder such shares
         of Securities, cash or property as, in accordance with the foregoing
         provisions of this subsection (a), such Holder shall be entitled to
         receive, and such Person shall have similarly delivered to such Holder
         an opinion of counsel for such Person, which counsel shall be
         reasonably satisfactory to such Holder, stating that this Warrant shall
         thereafter continue in full force and effect and the terms hereof
         (including, without limitation, all of the provisions of this
         subsection (a)) shall be applicable to the Securities, cash or property
         which such Person may be required to deliver upon any exercise of this
         Warrant or the exercise of any rights pursuant hereto.

                  (iii) If with respect to any Triggering Event, the Holder of
         this Warrant has exercised its right as provided in clause (y) of
         subparagraph (i) of this subsection (a) to sell this Warrant or a
         portion thereof, the Issuer agrees that as a condition to the
         consummation of any such Triggering Event the Issuer shall secure such
         right of Holder to sell this Warrant to the Person continuing after or
         surviving such Triggering Event and the Issuer shall not effect any
         such Triggering Event unless upon or prior to the consummation thereof
         the amounts of cash, property and/or Securities required under such
         clause (y) are delivered to the Holder of this Warrant. The obligation
         of the Issuer


                                      -6-
<PAGE>

         to secure such right of the Holder to sell this Warrant shall be
         subject to such Holder's cooperation with the Issuer, including,
         without limitation, the giving of customary representations and
         warranties to the purchaser in connection with any such sale. Prior
         notice of any Triggering Event shall be given to the Holder of this
         Warrant in accordance with Section 13 hereof.

         (b) Stock Dividends, Subdivisions and Combinations. If at any time the
Issuer shall:

                           (i) take a record of the holders of its Common Stock
         for the purpose of entitling them to receive a dividend payable in, or
         other distribution of, Additional Shares of Common Stock,

                           (ii) subdivide its outstanding shares of Common Stock
         into a larger number of shares of Common Stock, or

                           (iii) combine its outstanding shares of Common Stock
         into a smaller number of shares of Common Stock,

then (1) the number of shares of Common Stock for which this Warrant is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record holder of the same
number of shares of Common Stock for which this Warrant is exercisable
immediately prior to the occurrence of such event would own or be entitled to
receive after the happening of such event, and (2) the Warrant Price then in
effect shall be adjusted to equal (A) the Warrant Price then in effect
multiplied by the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the adjustment divided by (B) the number of
shares of Common Stock for which this Warrant is exercisable immediately after
such adjustment.

         (c) Certain Other Distributions. If at any time the Issuer shall take a
record of the holders of its Common Stock for the purpose of entitling them to
receive any dividend or other distribution of:

                           (i) cash (other than a cash dividend payable out of
         earnings or earned surplus legally available for the payment of
         dividends under the laws of the jurisdiction of incorporation of the
         Issuer),

                           (ii) any evidences of its indebtedness, any shares of
         stock of any class or any other securities or property of any nature
         whatsoever (other than cash, Common Stock Equivalents or Additional
         Shares of Common Stock), or

                           (iii) any warrants or other rights to subscribe for
         or purchase any evidences of its indebtedness, any shares of stock of
         any class or any other securities or property of any nature whatsoever
         (other than cash, Common Stock Equivalents or Additional Shares of
         Common Stock),

then (1) the number of shares of Common Stock for which this Warrant is
exercisable shall be

                                      -7-
<PAGE>

adjusted to equal the product of the number of shares of Common Stock for which
this Warrant is exercisable immediately prior to such adjustment multiplied by a
fraction (A) the numerator of which shall be the Per Share Market Value of
Common Stock at the date of taking such record and (B) the denominator of which
shall be such Per Share Market Value minus the amount allocable to one share of
Common Stock of any such cash so distributable and of the fair value (as
determined in good faith by the Board of Directors of the Issuer and supported
by an opinion from an investment banking firm of recognized national standing
acceptable to the Holder) of any and all such evidences of indebtedness, shares
of stock, other securities or property or warrants or other subscription or
purchase rights so distributable, and (2) the Warrant Price then in effect shall
be adjusted to equal (A) the Warrant Price then in effect multiplied by the
number of shares of Common Stock for which this Warrant is exercisable
immediately prior to the adjustment divided by (B) the number of shares of
Common Stock for which this Warrant is exercisable immediately after such
adjustment. A reclassification of the Common Stock (other than a change in par
value, or from par value to no par value or from no par value to par value) into
shares of Common Stock and shares of any other class of stock shall be deemed a
distribution by the Issuer to the holders of its Common Stock of such shares of
such other class of stock within the meaning of this Section 4(c) and, if the
outstanding shares of Common Stock shall be changed into a larger or smaller
number of shares of Common Stock as a part of such reclassification, such change
shall be deemed a subdivision or combination, as the case may be, of the
outstanding shares of Common Stock within the meaning of Section 4(b).

         (d) Issuance of Additional Shares of Common Stock.

                  (i) If the Issuer, at any time while this Warrant is
outstanding, shall issue any Additional Shares of Common Stock (otherwise than
as provided in the foregoing subsections (b) through (c) of this Section 4), at
a price per share less than the Warrant Price then in effect or without
consideration, then the Warrant Price upon each such issuance shall be adjusted
to that price determined by multiplying the Warrant Price then in effect by a
fraction:

                           (A) the numerator of which shall be equal to the sum
                  of (x) the number of shares of Common Stock outstanding
                  immediately prior to the issuance of such Additional Shares of
                  Common Stock plus (y) the number of shares of Common Stock
                  which the aggregate consideration for the total number of such
                  Additional Shares of Common Stock so issued would purchase at
                  a price per share equal to the greater of the Per Share Market
                  Value then in effect and the Warrant Price then in effect, and

                           (B) the denominator of which shall be equal to the
                  number of shares of Common Stock outstanding immediately after
                  the issuance of such Additional Shares of Common Stock.


                  (ii) The provisions of paragraph (i) of Section 4(d) shall not
apply to any issuance of Additional Shares of Common Stock for which an
adjustment is provided under Section 4(b) or 4(c). No adjustment of the number
of shares of Common Stock for which this Warrant shall be exercisable shall be
made under paragraph (i) of Section 4(d) upon the issuance of any Additional
Shares of Common Stock which are issued pursuant to the exercise


                                      -8-
<PAGE>

of any Common Stock Equivalents, if any such adjustment shall previously have
been made upon the issuance of such Common Stock Equivalents (or upon the
issuance of any warrant or other rights therefor) pursuant to Section 4(e) or
Section 4(f).

         (e) Issuance of Warrants or Other Rights. If at any time the Issuer
shall take a record of the Holders of its Common Stock for the purpose of
entitling them to receive a distribution of, or shall in any manner (whether
directly or by assumption in a merger in which the Issuer is the surviving
corporation) issue or sell, any Common Stock Equivalents (or issue any warrant
or other rights therefor), whether or not the rights to exchange or convert
thereunder are immediately exercisable, and the price per share for which Common
Stock is issuable upon the exercise of such Common Stock Equivalents (or any
warrant or other rights therefor) shall be less than the Warrant Price in effect
immediately prior to the time of such issue or sale, then the number of shares
for which this Warrant is exercisable and the Warrant Price then in effect shall
be adjusted as provided in Section 4(d) on the basis that the maximum number of
Additional Shares of Common Stock issuable pursuant to all such Common Stock
Equivalents (or upon the issuance of any warrant or other rights therefor) shall
be deemed to have been issued and outstanding and the Issuer shall have received
all of the consideration payable therefor, if any, as of the date of the actual
issuance of such warrants or other rights. No adjustments of the Warrant Price
then in effect or the number of Warrant Shares for which this Warrant is
exercisable shall be made upon the actual issue of such Common Stock or of such
Common Stock Equivalents upon exercise of such warrants or other rights or upon
the actual issue of such Common Stock upon such conversion or exchange of such
Common Stock Equivalents.

         (f) Issuance of Common Stock Equivalents. If at any time the Issuer
shall take a record of the Holders of its Common Stock for the purpose of
entitling them to receive a distribution of, or shall in any manner (whether
directly or by assumption in a merger in which the Issuer is the surviving
corporation) issue or sell, any Common Stock Equivalents, whether or not the
rights to exchange or convert thereunder are immediately exercisable, and the
price per share for which Common Stock is issuable upon such conversion or
exchange shall be less than the Warrant Price in effect immediately prior to the
time of such issue or sale, then the number of shares of Common Stock for which
this Warrant is exercisable and the Warrant Price then in effect shall be
adjusted as provided in Section 4(d) on the basis that the maximum number of
Additional Shares of Common Stock necessary to effect the conversion or exchange
of all such Common Stock Equivalents shall be deemed to have been issued and
outstanding and the Issuer shall have received all of the consideration payable
therefor, if any, as of the date of actual issuance of such Common Stock
Equivalents. No further adjustment of the number of shares of Common Stock for
which this Warrant is exercisable and the Warrant Price then in effect shall be
made under this Section 4(f) upon the issuance of any Common Stock Equivalents
which are issued pursuant to the exercise of any warrants or other subscription
or purchase rights therefor, if any such adjustment shall previously have been
made upon the issuance of such warrants or other rights pursuant to Section
4(e). No further adjustments of the number of shares of Common Stock for which
this Warrant is exercisable and the Warrant Price then in effect shall be made
upon the actual issue of such Common Stock upon conversion or exchange of such
Common Stock Equivalents.


                                      -9-
<PAGE>

         (g) Superseding Adjustment. If, at any time after any adjustment of the
number of shares of Common Stock for which this Warrant is exercisable and the
Warrant Price then in effect shall have been made pursuant to Section 4(e) or
Section 4(f) as the result of any issuance of warrants, other rights or Common
Stock Equivalents, and (i) such warrants or other rights, or the right of
conversion or exchange in such other Common Stock Equivalents, shall expire, and
all or a portion of such warrants or other rights, or the right of conversion or
exchange with respect to all or a portion of such other Common Stock
Equivalents, as the case may be shall not have been exercised, or (ii) the
consideration per share for which shares of Common Stock are issuable pursuant
to such Common Stock Equivalents, shall be increased solely by virtue of
provisions therein contained for an automatic increase in such consideration per
share upon the occurrence of a specified date or event, then for each
outstanding Warrant such previous adjustment shall be rescinded and annulled and
the Additional Shares of Common Stock which were deemed to have been issued by
virtue of the computation made in connection with the adjustment so rescinded
and annulled shall no longer be deemed to have been issued by virtue of such
computation. Upon the occurrence of an event set forth in this Section 4(g)
above, there shall be a recomputation made of the effect of such Common Stock
Equivalents on the basis of: (i) treating the number of Additional Shares of
Common Stock or other property, if any, theretofore actually issued or issuable
pursuant to the previous exercise of any such warrants or other rights or any
such right of conversion or exchange, as having been issued on the date or dates
of any such exercise and for the consideration actually received and receivable
therefor, and (ii) treating any such Common Stock Equivalents which then remain
outstanding as having been granted or issued immediately after the time of such
increase of the consideration per share for which shares of Common Stock or
other property are issuable under such Common Stock Equivalents; whereupon a new
adjustment of the number of shares of Common Stock for which this Warrant is
exercisable and the Warrant Price then in effect shall be made, which new
adjustment shall supersede the previous adjustment so rescinded and annulled.

         (h) Purchase of Common Stock by the Issuer. If the Issuer at any time
while this Warrant is outstanding shall, directly or indirectly through a
Subsidiary or otherwise, purchase, redeem or otherwise acquire any shares of
Common Stock at a price per share greater than the Per Share Market Value, then
the Warrant Price upon each such purchase, redemption or acquisition shall be
adjusted to that price determined by multiplying such Warrant Price by a
fraction (i) the numerator of which shall be the number of shares of Common
Stock outstanding immediately prior to such purchase, redemption or acquisition
minus the number of shares of Common Stock which the aggregate consideration for
the total number of such shares of Common Stock so purchased, redeemed or
acquired would purchase at the Per Share Market Value; and (ii) the denominator
of which shall be the number of shares of Common Stock outstanding immediately
after such purchase, redemption or acquisition. For the purposes of this
subsection (h), the date as of which the Per Share Market Price shall be
computed shall be the earlier of (x) the date on which the Issuer shall enter
into a firm contract for the purchase, redemption or acquisition of such Common
Stock, or (y) the date of actual purchase, redemption or acquisition of such
Common Stock. For the purposes of this subsection (h), a purchase, redemption or
acquisition of a Common Stock Equivalent shall be deemed to be a purchase of the
underlying Common Stock, and the computation herein required shall be made on
the basis of the full exercise, conversion or exchange of such Common Stock
Equivalent on the date as of
                                      -10-
<PAGE>

which such computation is required hereby to be made, whether or not such Common
Stock Equivalent is actually exercisable, convertible or exchangeable on such
date.

         (i) Other Provisions applicable to Adjustments under this Section. The
following provisions shall be applicable to the making of adjustments of the
number of shares of Common Stock for which this Warrant is exercisable and the
Warrant Price then in effect provided for in this Section 4:

                  (i) Computation of Consideration. To the extent that any
Additional Shares of Common Stock or any Common Stock Equivalents (or any
warrants or other rights therefor) shall be issued for cash consideration, the
consideration received by the Issuer therefor shall be the amount of the cash
received by the Issuer therefor, or, if such Additional Shares of Common Stock
or Common Stock Equivalents are offered by the Issuer for subscription, the
subscription price, or, if such Additional Shares of Common Stock or Common
Stock Equivalents are sold to underwriters or dealers for public offering
without a subscription offering, the initial public offering price (in any such
case subtracting any amounts paid or receivable for accrued interest or accrued
dividends and without taking into account any compensation, discounts or
expenses paid or incurred by the Issuer for and in the underwriting of, or
otherwise in connection with, the issuance thereof). To the extent that such
issuance shall be for a consideration other than cash, then, except as herein
otherwise expressly provided, the amount of such consideration shall be deemed
to be the fair value of such consideration at the time of such issuance as
determined in good faith by the Board of Directors of the Issuer. In case any
Additional Shares of Common Stock or any Common Stock Equivalents (or any
warrants or other rights therefor) shall be issued in connection with any merger
in which the Issuer issues any securities, the amount of consideration therefor
shall be deemed to be the fair value, as determined in good faith by the Board
of Directors of the Issuer, of such portion of the assets and business of the
nonsurviving corporation as such Board in good faith shall determine to be
attributable to such Additional Shares of Common Stock, Common Stock
Equivalents, or any warrants or other rights therefor, as the case may be. The
consideration for any Additional Shares of Common Stock issuable pursuant to any
warrants or other rights to subscribe for or purchase the same shall be the
consideration received by the Issuer for issuing such warrants or other rights
plus the additional consideration payable to the Issuer upon exercise of such
warrants or other rights. The consideration for any Additional Shares of Common
Stock issuable pursuant to the terms of any Common Stock Equivalents shall be
the consideration received by the Issuer for issuing warrants or other rights to
subscribe for or purchase such Common Stock Equivalents, plus the consideration
paid or payable to the Issuer in respect of the subscription for or purchase of
such Common Stock Equivalents, plus the additional consideration, if any,
payable to the Issuer upon the exercise of the right of conversion or exchange
in such Common Stock Equivalents. In case of the issuance at any time of any
Additional Shares of Common Stock or Common Stock Equivalents in payment or
satisfaction of any dividends upon any class of stock other than Common Stock,
the Issuer shall be deemed to have received for such Additional Shares of Common
Stock or Common Stock Equivalents a consideration equal to the amount of such
dividend so paid or satisfied.

                  (ii) When Adjustments to Be Made. The adjustments required by
this Section 4 shall be made whenever and as often as any specified event
requiring an adjustment shall
                                      -11-
<PAGE>

occur, except that any adjustment of the number of shares of Common Stock for
which this Warrant is exercisable that would otherwise be required may be
postponed (except in the case of a subdivision or combination of shares of the
Common Stock, as provided for in Section 4(b)) up to, but not beyond the date of
exercise if such adjustment either by itself or with other adjustments not
previously made adds or subtracts less than one percent (1%) of the shares of
Common Stock for which this Warrant is exercisable immediately prior to the
making of such adjustment. Any adjustment representing a change of less than
such minimum amount (except as aforesaid) which is postponed shall be carried
forward and made as soon as such adjustment, together with other adjustments
required by this Section 4 and not previously made, would result in a minimum
adjustment or on the date of exercise. For the purpose of any adjustment, any
specified event shall be deemed to have occurred at the close of business on the
date of its occurrence.

                  (iii) Fractional Interests. In computing adjustments under
this Section 4, fractional interests in Common Stock shall be taken into account
to the nearest one one-hundredth (1/100th) of a share.

                  (iv) When Adjustment Not Required. If the Issuer shall take a
record of the holders of its Common Stock for the purpose of entitling them to
receive a dividend or distribution or subscription or purchase rights and shall,
thereafter and before the distribution to stockholders thereof, legally abandon
its plan to pay or deliver such dividend, distribution, subscription or purchase
rights, then thereafter no adjustment shall be required by reason of the taking
of such record and any such adjustment previously made in respect thereof shall
be rescinded and annulled. In addition, no adjustment shall be required under
Section 4(d)(i) hereof in the event the Issuer issues or sells Additional Shares
in a transaction whose primary purpose is to establish a relationship with the
recipient thereof for strategic reasons and not to raise capital.

         (j) Form of Warrant after Adjustments. The form of this Warrant need
not be changed because of any adjustments in the Warrant Price or the number and
kind of Securities purchasable upon the exercise of this Warrant.

         (k) Escrow of Warrant Stock. If after any property becomes
distributable pursuant to this Section 4 by reason of the taking of any record
of the holders of Common Stock, but prior to the occurrence of the event for
which such record is taken, and the Holder exercises this Warrant, any shares of
Common Stock issuable upon exercise by reason of such adjustment shall be deemed
the last shares of Common Stock for which this Warrant is exercised
(notwithstanding any other provision to the contrary herein) and such shares or
other property shall be held in escrow for the Holder by the Issuer to be issued
to the Holder upon and to the extent that the event actually takes place, upon
payment of the current Warrant Price. Notwithstanding any other provision to the
contrary herein, if the event for which such record was taken fails to occur or
is rescinded, then such escrowed shares shall be cancelled by the Issuer and
escrowed property returned.

         5. Notice of Adjustments. Whenever the Warrant Price or Warrant Share
Number shall be adjusted pursuant to Section 4 hereof (for purposes of this
Section 5, each an "adjustment"), the Issuer shall cause its Chief Financial
Officer to prepare and execute a
                                      -12-
<PAGE>

certificate setting forth, in reasonable detail, the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated (including a description of the basis on which the Board made any
determination hereunder), and the Warrant Price and Warrant Share Number after
giving effect to such adjustment, and shall cause copies of such certificate to
be delivered to the Holder of this Warrant promptly after each adjustment. Any
dispute between the Issuer and the Holder of this Warrant with respect to the
matters set forth in such certificate may at the option of the Holder of this
Warrant be submitted to one of the national accounting firms currently known as
the "big five" selected by the Holder, provided that the Issuer shall have ten
(10) days after receipt of notice from such Holder of its selection of such firm
to object thereto, in which case such Holder shall select another such firm and
the Issuer shall have no such right of objection. The firm selected by the
Holder of this Warrant as provided in the preceding sentence shall be instructed
to deliver a written opinion as to such matters to the Issuer and such Holder
within thirty (30) days after submission to it of such dispute. Such opinion
shall be final and binding on the parties hereto. The fees and expenses of such
accounting firm shall be paid by the Issuer.

         6. Fractional Shares. No fractional shares of Warrant Stock will be
issued in connection with and exercise hereof, but in lieu of such fractional
shares, the Issuer shall make a cash payment therefor equal in amount to the
product of the applicable fraction multiplied by the Per Share Market Value then
in effect.

         7. Intentionally Omitted.

         8. Warrant Exercise Restriction. Notwithstanding anything to the
contrary set forth in this Warrant, at no time may a holder of this Warrant
exercise this Warrant, or a portion hereof, if the number of shares of Common
Stock to be issued pursuant to such exercise would exceed, when aggregated with
all other shares of Common Stock owned by such holder at such time, would result
in such holder owning more than 9.99% of all of the Common Stock issued and
outstanding at such time; provided, however, that upon a holder of this Warrant
providing the Issuer with thirty (30) days notice (pursuant to Section 13
hereof) (the "Waiver Notice") that such holder would like to waive Section 8 of
this Warrant with regard to any or all shares of Common Stock issuable upon
exercise of the Warrant, this Section 8 will be of no force or effect with
regard to the number of shares exercisable pursuant to the Warrant, or the
applicable portion thereof, referenced in the Waiver Notice.

         9. Definitions. For the purposes of this Warrant, the following terms
have the following meanings:

                  "Additional Shares of Common Stock" means all shares of Common
         Stock issued by the Issuer after the Original Issue Date, and all
         shares of Other Common, if any, issued by the Issuer after the Original
         Issue Date, except the Warrant Stock.

                  "Board" shall mean the Board of Directors of the Issuer.

                  "Capital Stock" means and includes (i) any and all shares,
         interests, participations or other equivalents of or interests in
         (however designated) corporate stock, including,

                                      -13-
<PAGE>

         without limitation, shares of preferred or preference stock, (ii) all
         partnership interests (whether general or limited) in any Person which
         is a partnership, (iii) all membership interests or limited liability
         company interests in any limited liability company, and (iv) all equity
         or ownership interests in any Person of any other type.

                  "Certificate of Incorporation" means the Certificate of
         Incorporation of the Issuer as in effect on the Original Issue Date,
         and as hereafter from time to time amended, modified, supplemented or
         restated in accordance with the terms hereof and thereof and pursuant
         to applicable law.

                  "Common Stock" means the Common Stock, par value $.001 per
         share, of the Issuer and any other Capital Stock into which such stock
         may hereafter be changed.

                  "Common Stock Equivalent" means any Convertible Security or
         warrant, option or other right to subscribe for or purchase any
         Additional Shares of Common Stock or any Convertible Security.

                  "Convertible Securities" means evidences of Indebtedness,
         shares of Capital Stock or other Securities which are or may be at any
         time convertible into or exchangeable for Additional Shares of Common
         Stock. The term "Convertible Security" means one of the Convertible
         Securities.

                  "Governmental Authority" means any governmental, regulatory or
         self-regulatory entity, department, body, official, authority,
         commission, board, agency or instrumentality, whether federal, state or
         local, and whether domestic or foreign.

                  "Holders" mean the Persons who shall from time to time own any
         Warrant. The term "Holder" means one of the Holders.

                  "Independent Appraiser" means a nationally recognized or major
         regional investment banking firm or firm of independent certified
         public accountants of recognized standing (which may be the firm that
         regularly examines the financial statements of the Issuer) that is
         regularly engaged in the business of appraising the Capital Stock or
         assets of corporations or other entities as going concerns, and which
         is not affiliated with either the Issuer or the Holder of any Warrant.

                  "Issuer"  means  Speedcom  Wireless  Corporation,  a  Delaware
         corporation, and its successors.

                  "Majority Holders" means at any time the Holders of Warrants
         exercisable for a majority of the shares of Warrant Stock issuable
         under the Warrants at the time outstanding.

                  "Nasdaq" means the Nasdaq SmallCap Market.

                  "Original Issue Date" means April 13, 2001.

                                      -14-
<PAGE>

                  "OTC  Bulletin  Board" means the  over-the-counter  electronic
         bulletin board.

                  "Other Common" means any other Capital Stock of the Issuer of
         any class which shall be authorized at any time after the date of this
         Warrant (other than Common Stock) and which shall have the right to
         participate in the distribution of earnings and assets of the Issuer
         without limitation as to amount.

                  "Person" means an individual, corporation, limited liability
         company, partnership, joint stock company, trust, unincorporated
         organization, joint venture, Governmental Authority or other entity of
         whatever nature.

                  "Per Share Market Value" means on any particular date (a) the
         closing bid price per share of the Common Stock on such date on Nasdaq
         or another registered national stock exchange on which the Common Stock
         is then listed, or if there is no such price on such date, then the
         closing bid price on such exchange or quotation system on the date
         nearest preceding such date, or (b) if the Common Stock is not listed
         then on Nasdaq or any registered national stock exchange, the closing
         bid price for a share of Common Stock in the over-the-counter market,
         as reported by the OTC Bulletin Board or in the National Quotation
         Bureau Incorporated or similar organization or agency succeeding to its
         functions of reporting prices) at the close of business on such date,
         or (c) if the Common Stock is not then reported by the OTC Bulletin
         Board or the National Quotation Bureau Incorporated (or similar
         organization or agency succeeding to its functions of reporting
         prices), then the average of the "Pink Sheet" quotes for the relevant
         conversion period, as determined in good faith by the holder, or (d) if
         the Common Stock is not then publicly traded the fair market value of a
         share of Common Stock as determined by an Independent Appraiser
         selected in good faith by the Majority Holders; provided, however, that
         the Issuer, after receipt of the determination by such Independent
         Appraiser, shall have the right to select an additional Independent
         Appraiser, in which case, the fair market value shall be equal to the
         average of the determinations by each such Independent Appraiser; and
         provided, further that all determinations of the Per Share Market Value
         shall be appropriately adjusted for any stock dividends, stock splits
         or other similar transactions during such period. The determination of
         fair market value by an Independent Appraiser shall be based upon the
         fair market value of the Issuer determined on a going concern basis as
         between a willing buyer and a willing seller and taking into account
         all relevant factors determinative of value, and shall be final and
         binding on all parties. In determining the fair market value of any
         shares of Common Stock, no consideration shall be given to any
         restrictions on transfer of the Common Stock imposed by agreement or by
         federal or state securities laws, or to the existence or absence of, or
         any limitations on, voting rights.

                  "Purchase Agreement" means the Note and Warrant Purchase
         Agreement dated as of April 13, 2001 among the Issuer and the investors
         a party thereto.

                  "Registration Rights Agreement" has the meaning specified in
         Section 3(e) hereof.

                                      -15-
<PAGE>

                  "Securities" means any debt or equity securities of the
         Issuer, whether now or hereafter authorized, any instrument convertible
         into or exchangeable for Securities or a Security, and any option,
         warrant or other right to purchase or acquire any Security. "Security"
         means one of the Securities.

                  "Securities Act" means the Securities Act of 1933, as amended,
         or any similar federal statute then in effect.

                  "Subsidiary" means any corporation at least 50% of whose
         outstanding Voting Stock shall at the time be owned directly or
         indirectly by the Issuer or by one or more of its Subsidiaries, or by
         the Issuer and one or more of its Subsidiaries.

                  "Term" has the meaning specified in Section 1 hereof.

                  "Trading Day" means (a) a day on which the Common Stock is
         traded on Nasdaq, or (b) if the Common Stock is not listed on Nasdaq, a
         day on which the Common Stock is traded on any other registered
         national stock exchange, or (c) if the Common Stock is not traded on
         any other registered national stock exchange, a day on which the Common
         Stock is traded on the OTC Bulletin Board, or (d) if the Common Stock
         is not traded on the OTC Bulletin Board, a day on which the Common
         Stock is quoted in the over-the-counter market as reported by the
         National Quotation Bureau Incorporated (or any similar organization or
         agency succeeding its functions of reporting prices); provided,
         however, that in the event that the Common Stock is not listed or
         quoted as set forth in (a), (b) and (c) hereof, then Trading Day shall
         mean any day except Saturday, Sunday and any day which shall be a legal
         holiday or a day on which banking institutions in the State of New York
         are authorized or required by law or other government action to close.

                  "Voting Stock" means, as applied to the Capital Stock of any
         corporation, Capital Stock of any class or classes (however designated)
         having ordinary voting power for the election of a majority of the
         members of the Board of Directors (or other governing body) of such
         corporation, other than Capital Stock having such power only by reason
         of the happening of a contingency.

                  "Warrants" means the Warrants issued and sold pursuant to the
         Purchase Agreement, including, without limitation, this Warrant, and
         any other warrants of like tenor issued in substitution or exchange for
         any thereof pursuant to the provisions of Section 2(c), 2(d) or 2(e)
         hereof or of any of such other Warrants.

                  "Warrant Price" means U.S.$5.00, as such price may be adjusted
         from time to time as shall result from the adjustments specified in
         this Warrant, including Section 4 hereto.

                  "Warrant Share Number" means at any time the aggregate number
         of shares of Warrant Stock which may at such time be purchased upon
         exercise of this Warrant, after

                                      -16-
<PAGE>

         giving effect to all prior adjustments and increases to such number
         made or required to be made under the terms hereof.

                  "Warrant Stock" means Common Stock issuable upon exercise of
         any Warrant or Warrants or otherwise issuable pursuant to any Warrant
         or Warrants.

         10. Other Notices. In case at any time:

                                    (A)     the Issuer shall make any
                                            distributions to the holders of
                                            Common Stock; or

                                    (B)     the Issuer shall authorize the
                                            granting to all holders of its
                                            Common Stock of rights to subscribe
                                            for or purchase any shares of
                                            Capital Stock of any class or of any
                                            Common Stock Equivalents or other
                                            rights; or

                                    (C)     there shall be any reclassification
                                            of the Capital Stock of the Issuer;
                                            or

                                    (D)     there shall be any capital
                                            reorganization by the Issuer; or

                                    (E)     there shall be any (i) consolidation
                                            or merger involving the Issuer or
                                            (ii) sale, transfer or other
                                            disposition of all or substantially
                                            all of the Issuer's property, assets
                                            or business (except a merger or
                                            other reorganization in which the
                                            Issuer shall be the surviving
                                            corporation and its shares of
                                            Capital Stock shall continue to be
                                            outstanding and unchanged and except
                                            a consolidation, merger, sale,
                                            transfer or other disposition
                                            involving a wholly-owned
                                            Subsidiary); or

                                    (F)     there shall be a voluntary or
                                            involuntary dissolution, liquidation
                                            or winding-up of the Issuer or any
                                            partial liquidation of the Issuer or
                                            distribution to holders of Common
                                            Stock;

then, in each of such cases, the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer shall close or a record shall
be taken for such dividend, distribution or subscription rights or (ii) such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be, shall take place.
Such notice also shall specify the date as of which the holders of Common Stock
of record shall participate in such dividend, distribution or subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, disposition, dissolution, liquidation
or winding-up, as the case may be. Such notice shall be given at least twenty
(20) days prior to the action in question and not less than twenty (20) days
prior to the record date or the date on which the Issuer's transfer books are
closed in respect thereto. The Issuer shall give to the Holder

                                      -17-
<PAGE>

notice of all meetings and actions by written consent of its stockholders, at
the same time in the same manner as notice of any meetings of stockholders is
required to be given to stockholders who do not waive such notice (or, if such
requires no notice, then two (2) Trading Days written notice thereof describing
the matters upon which action is to be taken). The Holder shall have the right
to send two (2) representatives selected by it to each meeting, who shall be
permitted to attend, but not vote at, such meeting and any adjournments thereof.
This Warrant entitles the Holder to receive copies of all financial and other
information distributed or required to be distributed to the holders of the
Common Stock.

         11. Amendment and Waiver. Any term, covenant, agreement or condition in
this Warrant may be amended, or compliance therewith may be waived (either
generally or in a particular instance and either retroactively or
prospectively), by a written instrument or written instruments executed by the
Issuer and the Majority Holders; provided, however, that no such amendment or
waiver shall reduce the Warrant Share Number, increase the Warrant Price,
shorten the period during which this Warrant may be exercised or modify any
provision of this Section 11 without the consent of the Holder of this Warrant.

         12. Governing Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAW.

         13. Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earlier of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified for notice prior to 5:00 p.m., eastern time, on a
Trading Day, (ii) the Trading Day after the date of transmission, if such notice
or communication is delivered via facsimile at the facsimile telephone number
specified for notice later than 5:00 p.m., eastern time, on any date and earlier
than 11:59 p.m., eastern time, on such date, (iii) the Trading Day following the
date of mailing, if sent by nationally recognized overnight courier service or
(iv) actual receipt by the party to whom such notice is required to be given.
The addresses for such communications shall be with respect to the Holder of
this Warrant or of Warrant Stock issued pursuant hereto, addressed to such
Holder at its last known address or facsimile number appearing on the books of
the Issuer maintained for such purposes, or with respect to the Issuer,
addressed to:

                  Speedcom Wireless Corporation
                  1748 Independence Boulevard, D-4
                  Sarasota, Florida  34243
                  Attention:  Jay Wright, Chief Financial Officer
                  Telephone: (941) 358-9283
                  Telecopier: (941) 358-6208

                                      -18-
<PAGE>

with copies (which copies shall not constitute notice to the Company) to:

                  Foley & Lardner
                  One IBM Plaza
                  330 N. Wabash Avenue, Suite 3300
                  Chicago, Illinois 60611-3608
                  Attention:  Edwin D. Mason, Esq.
                  Telephone: (312) 755-2532
                  Telecopier: (312) 755-1925

Copies of notices to the Holder shall be sent to Jenkens & Gilchrist Parker
Chapin LLP, The Chrysler Building, 405 Lexington Avenue, New York, New York
10174, Attention: Christopher S. Auguste, Esq., facsimile no.: (212) 704-6288.
Any party hereto may from time to time change its address for notices by giving
at least ten (10) days written notice of such changed address to the other party
hereto.

         14. Warrant Agent. The Issuer may, by written notice to each Holder of
this Warrant, appoint an agent having an office in New York, New York for the
purpose of issuing shares of Warrant Stock on the exercise of this Warrant
pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant pursuant
to subsection (d) of Section 2 hereof or replacing this Warrant pursuant to
subsection (d) of Section 3 hereof, or any of the foregoing, and thereafter any
such issuance, exchange or replacement, as the case may be, shall be made at
such office by such agent.

         15. Remedies. The Issuer stipulates that the remedies at law of the
Holder of this Warrant in the event of any default or threatened default by the
Issuer in the performance of or compliance with any of the terms of this Warrant
are not and will not be adequate and that, to the fullest extent permitted by
law, such terms may be specifically enforced by a decree for the specific
performance of any agreement contained herein or by an injunction against a
violation of any of the terms hereof or otherwise.

         16. Successors and Assigns. This Warrant and the rights evidenced
hereby shall inure to the benefit of and be binding upon the successors and
assigns of the Issuer, the Holder hereof and (to the extent provided herein) the
Holders of Warrant Stock issued pursuant hereto, and shall be enforceable by any
such Holder or Holder of Warrant Stock.

         17. Modification and Severability. If, in any action before any court
or agency legally empowered to enforce any provision contained herein, any
provision hereof is found to be unenforceable, then such provision shall be
deemed modified to the extent necessary to make it enforceable by such court or
agency. If any such provision is not enforceable as set forth in the preceding
sentence, the unenforceability of such provision shall not affect the other
provisions of this Warrant, but this Warrant shall be construed as if such
unenforceable provision had never been contained herein.

         18. Headings. The headings of the Sections of this Warrant are for
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.

                                      -19-
<PAGE>

         IN WITNESS WHEREOF, the Issuer has executed this Warrant as of the day
and year first above written.


                                          SPEEDCOM WIRELESS CORPORATION



                                          By:__________________________________
                                             Name:
                                             Title:


                                      -20-
<PAGE>

                                  EXERCISE FORM

                          SPEEDCOM WIRELESS CORPORATION

The undersigned _______________, pursuant to the provisions of the within
Warrant, hereby elects to purchase _____ shares of Common Stock of Speedcom
Wireless Corporation covered by the within Warrant.

Dated: _________________            Signature  ___________________________

                                    Address    ___________________________

                                               ___________________________

                                   ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

Dated: _________________            Signature  ___________________________

                                    Address    ___________________________

                                               ___________________________


                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the right to purchase _________ shares of Warrant Stock
evidenced by the within Warrant together with all rights therein, and does
irrevocably constitute and appoint ___________________, attorney, to transfer
that part of the said Warrant on the books of the within named corporation.

Dated: _________________            Signature  ___________________________

                                    Address    ___________________________

                                               ___________________________


                           FOR USE BY THE ISSUER ONLY:

This Warrant No. W-_____  canceled (or  transferred or exchanged) this _____ day
of  ___________,  _____,  shares of Common Stock issued  therefor in the name of
_______________,  Warrant No.  W-_____ issued for ____ shares of Common Stock in
the name of _______________.


                                      -21-
<PAGE>

                                                                       Exhibit C
                                                                       ---------


                                 FORM OF WARRANT


THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR SPEEDCOM WIRELESS CORPORATION SHALL HAVE
RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER
THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS
IS NOT REQUIRED.


                               WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                          Speedcom Wireless Corporation


                             Expires April 13, 2006

No.: W-2                                               Number of Shares: 111,111
Date of Issuance: April 13, 2001


         FOR VALUE RECEIVED, subject to the provisions hereinafter set forth,
the undersigned, Speedcom Wireless Corporation, a Delaware corporation (together
with its successors and assigns, the "Issuer"), hereby certifies that SDS
Merchant Fund, L.P. or its registered assigns is entitled to subscribe for and
purchase, during the period specified in this Warrant, up to ONE HUNDRED ELEVEN
THOUSAND ONE HUNDRED ELEVEN (111,111) shares (subject to adjustment as
hereinafter provided) of the duly authorized, validly issued, fully paid and
non-assessable Common Stock of the Issuer, at an exercise price per share equal
to the Warrant Price then in effect, subject, however, to the provisions and
upon the terms and conditions hereinafter set forth. Capitalized terms used in
this Warrant and not otherwise defined herein shall have the respective meanings
specified in Section 9 hereof.


                                      -1-
<PAGE>

         1. Term. The right to subscribe for and purchase shares of Warrant
Stock represented hereby shall commence on the date of issuance of this Warrant
and shall expire at 5:00 p.m., eastern time, on April 13, 2006 (such period
being the "Term").

         2. Method of Exercise Payment; Issuance of New Warrant; Transfer and
Exchange.

         (a) Time of Exercise. The purchase rights represented by this Warrant
may be exercised in whole or in part at any time and from time to time during
the Term.

         (b) Method of Exercise. The Holder hereof may exercise this Warrant, in
whole or in part, by the surrender of this Warrant (with the exercise form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment to the Issuer of an amount of consideration therefor equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of
shares of Warrant Stock with respect to which this Warrant is then being
exercised, payable at such Holder's election (i) by certified or official bank
check or by wire transfer to an account designated by the Issuer, (ii)
commencing on the first anniversary of the date of issuance, by "cashless
exercise" by surrender to the Issuer for cancellation of a portion of this
Warrant representing that number of unissued shares of Warrant Stock which is
equal to the quotient obtained by dividing (A) the product obtained by
multiplying the Warrant Price by the number of shares of Warrant Stock being
purchased upon such exercise by (B) the Per Share Market Value as of the date of
such exercise, or (iii) commencing on the first anniversary of the date of
issuance, by a combination of the foregoing methods of payment selected by the
Holder of this Warrant. In any case where the consideration payable upon such
exercise is being paid in whole or in part pursuant to the provisions of clause
(ii) of this subsection (b), such exercise shall be accompanied by written
notice from the Holder of this Warrant specifying the manner of payment thereof
and containing a calculation showing the number of shares of Warrant Stock with
respect to which rights are being surrendered thereunder and the net number of
shares to be issued after giving effect to such surrender.

         (c) Issuance of Stock Certificates. In the event of any exercise of the
rights represented by this Warrant in accordance with and subject to the terms
and conditions hereof, (i) certificates for the shares of Warrant Stock so
purchased shall be dated the date of such exercise and delivered to the Holder
hereof within a reasonable time, not exceeding three (3) Trading Days after such
exercise, and the Holder hereof shall be deemed for all purposes to be the
Holder of the shares of Warrant Stock so purchased as of the date of such
exercise, and (ii) unless this Warrant has expired, a new Warrant representing
the number of shares of Warrant Stock, if any, with respect to which this
Warrant shall not then have been exercised (less any amount thereof which shall
have been canceled in payment or partial payment of the Warrant Price as
hereinabove provided) shall also be issued to the Holder hereof at the Issuer's
expense within such time.

         (d) Transferability of Warrant. Subject to Section 2(e), this Warrant
may be transferred by a Holder without the consent of the Issuer. If transferred
pursuant to this paragraph and subject to the provisions of subsection (e) of
this Section 2, this Warrant may be transferred on the books of the Issuer by
the Holder hereof in person or by duly authorized attorney, upon surrender of
this Warrant at the principal office of the Issuer, properly endorsed

                                      -2-
<PAGE>

(by the Holder executing an assignment in the form attached hereto) and upon
payment of any necessary transfer tax or other governmental charge imposed upon
such transfer. This Warrant is exchangeable at the principal office of the
Issuer for Warrants for the purchase of the same aggregate number of shares of
Warrant Stock, each new Warrant to represent the right to purchase such number
of shares of Warrant Stock as the Holder hereof shall designate at the time of
such exchange. All Warrants issued on transfers or exchanges shall be dated the
Original Issue Date and shall be identical with this Warrant except as to the
number of shares of Warrant Stock issuable pursuant hereto.

         (e) Compliance with Securities Laws.

                  (i) The Holder of this Warrant, by acceptance hereof,
         acknowledges that this Warrant or the shares of Warrant Stock to be
         issued upon exercise hereof are being acquired solely for the Holder's
         own account and not as a nominee for any other party, and for
         investment, and that the Holder will not offer, sell or otherwise
         dispose of this Warrant or any shares of Warrant Stock to be issued
         upon exercise hereof except pursuant to an effective registration
         statement, or an exemption from registration, under the Securities Act
         and any applicable state securities laws.

                  (ii) Except as provided in paragraph (iii) below, this Warrant
         and all certificates representing shares of Warrant Stock issued upon
         exercise hereof shall be stamped or imprinted with a legend in
         substantially the following form:

                  THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
                  EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE
                  SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
                  DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND
                  UNDER APPLICABLE STATE SECURITIES LAWS OR SPEEDCOM WIRELESS
                  CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT
                  REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND
                  UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS
                  NOT REQUIRED.

                  (iii) The restrictions imposed by this subsection (e) upon the
         transfer of this Warrant or the shares of Warrant Stock to be purchased
         upon exercise hereof shall terminate (A) when such securities shall
         have been resold pursuant to an effective registration statement under
         the Securities Act, (B) upon the Issuer's receipt of an opinion of
         counsel, in form and substance reasonably satisfactory to the Issuer,
         addressed to the Issuer to the effect that such restrictions are no
         longer required to ensure compliance with the Securities Act and state
         securities laws or (C) upon the Issuer's receipt of other evidence
         reasonably satisfactory to the Issuer that such registration and
         qualification under the Securities Act and state securities laws are
         not required. Whenever such


                                      -3-
<PAGE>

         restrictions shall cease and terminate as to any such securities, the
         Holder thereof shall be entitled to receive from the Issuer (or its
         transfer agent and registrar), without expense (other than applicable
         transfer taxes, if any), new Warrants (or, in the case of shares of
         Warrant Stock, new stock certificates) of like tenor not bearing the
         applicable legend required by paragraph (ii) above relating to the
         Securities Act and state securities laws.

         (f) Continuing Rights of Holder. The Issuer will, at the time of or at
any time after each exercise of this Warrant, upon the request of the Holder
hereof, acknowledge in writing the extent, if any, of its continuing obligation
to afford to such Holder all rights to which such Holder shall continue to be
entitled after such exercise in accordance with the terms of this Warrant,
provided that if any such Holder shall fail to make any such request, the
failure shall not affect the continuing obligation of the Issuer to afford such
rights to such Holder.

         3. Stock Fully Paid; Reservation and Listing of Shares; Covenants.

         (a) Stock Fully Paid. The Issuer represents, warrants, covenants and
agrees that all shares of Warrant Stock which may be issued upon the exercise of
this Warrant or otherwise hereunder will, upon issuance, be duly authorized,
validly issued, fully paid and non-assessable and free from all taxes, liens and
charges created by or through Issuer. The Issuer further covenants and agrees
that during the period within which this Warrant may be exercised, the Issuer
will at all times have authorized and reserved for the purpose of the issue upon
exercise of this Warrant a sufficient number of shares of Common Stock to
provide for the exercise of this Warrant.

         (b) Reservation. If any shares of Common Stock required to be reserved
for issuance upon exercise of this Warrant or as otherwise provided hereunder
require registration or qualification with any governmental authority under any
federal or state law before such shares may be so issued, the Issuer will in
good faith use its best efforts as expeditiously as possible at its expense to
cause such shares to be duly registered or qualified. If the Issuer shall list
any shares of Common Stock on any securities exchange or market it will, at its
expense, list thereon, maintain and increase when necessary such listing, of,
all shares of Warrant Stock from time to time issued upon exercise of this
Warrant or as otherwise provided hereunder, and, to the extent permissible under
the applicable securities exchange rules, all unissued shares of Warrant Stock
which are at any time issuable hereunder, so long as any shares of Common Stock
shall be so listed. The Issuer will also so list on each securities exchange or
market, and will maintain such listing of, any other securities which the Holder
of this Warrant shall be entitled to receive upon the exercise of this Warrant
if at the time any securities of the same class shall be listed on such
securities exchange or market by the Issuer.

         (c) Covenants. The Issuer shall not by any action including, without
limitation, amending the Certificate of Incorporation or the by-laws of the
Issuer, or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other 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 the Holder hereof against dilution (to the extent
specifically provided herein) or impairment. Without


                                      -4-
<PAGE>

limiting the generality of the foregoing, the Issuer will (i) not permit the par
value, if any, of its Common Stock to exceed the then effective Warrant Price,
(ii) not amend or modify any provision of the Certificate of Incorporation or
by-laws of the Issuer in any manner that would adversely affect in any way the
powers, preferences or relative participating, optional or other special rights
of the Common Stock or which would adversely affect the rights of the Holders of
the Warrants, (iii) take all such action as may be reasonably necessary in order
that the Issuer may validly and legally issue fully paid and nonassessable
shares of Common Stock, free and clear of any liens, claims, encumbrances and
restrictions (other than as provided herein) upon the exercise of this Warrant,
and (iv) use its best efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may be
reasonably necessary to enable the Issuer to perform its obligations under this
Warrant.

         (d) Loss, Theft, Destruction of Warrants. Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft, destruction
or mutilation of any Warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security satisfactory to the Issuer
or, in the case of any such mutilation, upon surrender and cancellation of such
Warrant, the Issuer will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

         (e) Rights and Obligations under the Registration Rights Agreement. The
shares of Warrant Stock are entitled to the benefits and subject to the terms of
the Registration Rights Agreement dated as of April 13, 2001 between the Issuer
and the Holders listed on the signature pages thereof (as amended from time to
time, the "Registration Rights Agreement"). The Issuer shall keep or cause to be
kept a copy of the Registration Rights Agreement, and any amendments thereto, at
its chief executive office and shall furnish, without charge, copies thereof to
the Holder upon request.

         4. Adjustment of Warrant Price and Warrant Share Number. The number of
shares of Common Stock for which this Warrant is exercisable, and the price at
which such shares may be purchased upon exercise of this Warrant, shall be
subject to adjustment from time to time as set forth in this Section 4. The
Issuer shall give the Holder notice of any event described below which requires
an adjustment pursuant to this Section 4 in accordance with Section 5.

         (a) Recapitalization, Reorganization, Reclassification, Consolidation,
Merger or Sale.

                  (i) In case the Issuer after the Original Issue Date shall do
         any of the following (each, a "Triggering Event"): (a) consolidate with
         or merge into any other Person and the Issuer shall not be the
         continuing or surviving corporation of such consolidation or merger, or
         (b) permit any other Person to consolidate with or merge into the
         Issuer and the Issuer shall be the continuing or surviving Person but,
         in connection with such consolidation or merger, any Capital Stock of
         the Issuer shall be changed into or exchanged for Securities of any
         other Person or cash or any other property, or (c) transfer all or
         substantially all of its properties or assets to any other Person, or
         (d) effect a capital reorganization or reclassification of its Capital
         Stock, then, and in the case of each such Triggering Event, proper
         provision shall be made so that, upon the basis and the terms


                                      -5-
<PAGE>

         and in the manner provided in this Warrant, the Holder of this Warrant
         shall be entitled (x) upon the exercise hereof at any time after the
         consummation of such Triggering Event, to the extent this Warrant is
         not exercised prior to such Triggering Event, to receive at the Warrant
         Price in effect at the time immediately prior to the consummation of
         such Triggering Event in lieu of the Common Stock issuable upon such
         exercise of this Warrant prior to such Triggering Event, the
         Securities, cash and property to which such Holder would have been
         entitled upon the consummation of such Triggering Event if such Holder
         had exercised the rights represented by this Warrant immediately prior
         thereto, subject to adjustments (subsequent to such corporate action)
         as nearly equivalent as possible to the adjustments provided for
         elsewhere in this Section 4 or (y) to sell this Warrant (or, at such
         Holder's election, a portion hereof) concurrently with the Triggering
         Event to the Person continuing after or surviving such Triggering
         Event, or to the Issuer (if Issuer is the continuing or surviving
         Person) at a sales price equal to the amount of cash, property and/or
         Securities to which a holder of the number of shares of Common Stock
         which would otherwise have been delivered upon the exercise of this
         Warrant would have been entitled upon the effective date or closing of
         any such Triggering Event (the "Event Consideration"), less the amount
         or portion of such Event Consideration having a fair value equal to the
         aggregate Warrant Price applicable to this Warrant or the portion
         hereof so sold.

                  (ii) Notwithstanding anything contained in this Warrant to the
         contrary, the Issuer will not effect any Triggering Event unless, prior
         to the consummation thereof, each Person (other than the Issuer) which
         may be required to deliver any Securities, cash or property upon the
         exercise of this Warrant as provided herein shall assume, by written
         instrument delivered to, and reasonably satisfactory to, the Holder of
         this Warrant, (A) the obligations of the Issuer under this Warrant (and
         if the Issuer shall survive the consummation of such Triggering Event,
         such assumption shall be in addition to, and shall not release the
         Issuer from, any continuing obligations of the Issuer under this
         Warrant) and (B) the obligation to deliver to such Holder such shares
         of Securities, cash or property as, in accordance with the foregoing
         provisions of this subsection (a), such Holder shall be entitled to
         receive, and such Person shall have similarly delivered to such Holder
         an opinion of counsel for such Person, which counsel shall be
         reasonably satisfactory to such Holder, stating that this Warrant shall
         thereafter continue in full force and effect and the terms hereof
         (including, without limitation, all of the provisions of this
         subsection (a)) shall be applicable to the Securities, cash or property
         which such Person may be required to deliver upon any exercise of this
         Warrant or the exercise of any rights pursuant hereto.

                  (iii) If with respect to any Triggering Event, the Holder of
         this Warrant has exercised its right as provided in clause (y) of
         subparagraph (i) of this subsection (a) to sell this Warrant or a
         portion thereof, the Issuer agrees that as a condition to the
         consummation of any such Triggering Event the Issuer shall secure such
         right of Holder to sell this Warrant to the Person continuing after or
         surviving such Triggering Event and the Issuer shall not effect any
         such Triggering Event unless upon or prior to the consummation thereof
         the amounts of cash, property and/or Securities required under such
         clause (y) are delivered to the Holder of this Warrant. The obligation
         of the Issuer


                                      -6-
<PAGE>

         to secure such right of the Holder to sell this Warrant shall be
         subject to such Holder's cooperation with the Issuer, including,
         without limitation, the giving of customary representations and
         warranties to the purchaser in connection with any such sale. Prior
         notice of any Triggering Event shall be given to the Holder of this
         Warrant in accordance with Section 13 hereof.

         (b) Stock Dividends, Subdivisions and Combinations. If at any time the
Issuer shall:

                           (i) take a record of the holders of its Common Stock
         for the purpose of entitling them to receive a dividend payable in, or
         other distribution of, Additional Shares of Common Stock,

                           (ii) subdivide its outstanding shares of Common Stock
         into a larger number of shares of Common Stock, or

                           (iii) combine its outstanding shares of Common Stock
         into a smaller number of shares of Common Stock,

then (1) the number of shares of Common Stock for which this Warrant is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record holder of the same
number of shares of Common Stock for which this Warrant is exercisable
immediately prior to the occurrence of such event would own or be entitled to
receive after the happening of such event, and (2) the Warrant Price then in
effect shall be adjusted to equal (A) the Warrant Price then in effect
multiplied by the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the adjustment divided by (B) the number of
shares of Common Stock for which this Warrant is exercisable immediately after
such adjustment.

         (c) Certain Other Distributions. If at any time the Issuer shall take a
record of the holders of its Common Stock for the purpose of entitling them to
receive any dividend or other distribution of:

                           (i) cash (other than a cash dividend payable out of
         earnings or earned surplus legally available for the payment of
         dividends under the laws of the jurisdiction of incorporation of the
         Issuer),

                           (ii) any evidences of its indebtedness, any shares of
         stock of any class or any other securities or property of any nature
         whatsoever (other than cash, Common Stock Equivalents or Additional
         Shares of Common Stock), or

                           (iii) any warrants or other rights to subscribe for
         or purchase any evidences of its indebtedness, any shares of stock of
         any class or any other securities or property of any nature whatsoever
         (other than cash, Common Stock Equivalents or Additional Shares of
         Common Stock),

then (1) the number of shares of Common Stock for which this Warrant is
exercisable shall be


                                      -7-
<PAGE>

adjusted to equal the product of the number of shares of Common Stock for which
this Warrant is exercisable immediately prior to such adjustment multiplied by a
fraction (A) the numerator of which shall be the Per Share Market Value of
Common Stock at the date of taking such record and (B) the denominator of which
shall be such Per Share Market Value minus the amount allocable to one share of
Common Stock of any such cash so distributable and of the fair value (as
determined in good faith by the Board of Directors of the Issuer and supported
by an opinion from an investment banking firm of recognized national standing
acceptable to the Holder) of any and all such evidences of indebtedness, shares
of stock, other securities or property or warrants or other subscription or
purchase rights so distributable, and (2) the Warrant Price then in effect shall
be adjusted to equal (A) the Warrant Price then in effect multiplied by the
number of shares of Common Stock for which this Warrant is exercisable
immediately prior to the adjustment divided by (B) the number of shares of
Common Stock for which this Warrant is exercisable immediately after such
adjustment. A reclassification of the Common Stock (other than a change in par
value, or from par value to no par value or from no par value to par value) into
shares of Common Stock and shares of any other class of stock shall be deemed a
distribution by the Issuer to the holders of its Common Stock of such shares of
such other class of stock within the meaning of this Section 4(c) and, if the
outstanding shares of Common Stock shall be changed into a larger or smaller
number of shares of Common Stock as a part of such reclassification, such change
shall be deemed a subdivision or combination, as the case may be, of the
outstanding shares of Common Stock within the meaning of Section 4(b).

         (d) Issuance of Additional Shares of Common Stock.

                  (i) If the Issuer, at any time while this Warrant is
outstanding, shall issue any Additional Shares of Common Stock (otherwise than
as provided in the foregoing subsections (b) through (c) of this Section 4), at
a price per share less than the Warrant Price then in effect or without
consideration, then the Warrant Price upon each such issuance shall be adjusted
to that price determined by multiplying the Warrant Price then in effect by a
fraction:

                           (A) the numerator of which shall be equal to the sum
                  of (x) the number of shares of Common Stock outstanding
                  immediately prior to the issuance of such Additional Shares of
                  Common Stock plus (y) the number of shares of Common Stock
                  which the aggregate consideration for the total number of such
                  Additional Shares of Common Stock so issued would purchase at
                  a price per share equal to the greater of the Per Share Market
                  Value then in effect and the Warrant Price then in effect, and

                           (B) the denominator of which shall be equal to the
                  number of shares of Common Stock outstanding immediately after
                  the issuance of such Additional Shares of Common Stock.


                  (ii) The provisions of paragraph (i) of Section 4(d) shall not
apply to any issuance of Additional Shares of Common Stock for which an
adjustment is provided under Section 4(b) or 4(c). No adjustment of the number
of shares of Common Stock for which this Warrant shall be exercisable shall be
made under paragraph (i) of Section 4(d) upon the issuance of any Additional
Shares of Common Stock which are issued pursuant to the exercise of any

                                      -8-
<PAGE>

Common Stock Equivalents, if any such adjustment shall previously have been made
upon the issuance of such Common Stock Equivalents (or upon the issuance of any
warrant or other rights therefor) pursuant to Section 4(e) or Section 4(f).

         (e) Issuance of Warrants or Other Rights. If at any time the Issuer
shall take a record of the Holders of its Common Stock for the purpose of
entitling them to receive a distribution of, or shall in any manner (whether
directly or by assumption in a merger in which the Issuer is the surviving
corporation) issue or sell, any Common Stock Equivalents (or issue any warrant
or other rights therefor), whether or not the rights to exchange or convert
thereunder are immediately exercisable, and the price per share for which Common
Stock is issuable upon the exercise of such Common Stock Equivalents (or any
warrant or other rights therefor) shall be less than the Warrant Price in effect
immediately prior to the time of such issue or sale, then the number of shares
for which this Warrant is exercisable and the Warrant Price then in effect shall
be adjusted as provided in Section 4(d) on the basis that the maximum number of
Additional Shares of Common Stock issuable pursuant to all such Common Stock
Equivalents (or upon the issuance of any warrant or other rights therefor) shall
be deemed to have been issued and outstanding and the Issuer shall have received
all of the consideration payable therefor, if any, as of the date of the actual
issuance of such warrants or other rights. No adjustments of the Warrant Price
then in effect or the number of Warrant Shares for which this Warrant is
exercisable shall be made upon the actual issue of such Common Stock or of such
Common Stock Equivalents upon exercise of such warrants or other rights or upon
the actual issue of such Common Stock upon such conversion or exchange of such
Common Stock Equivalents.

         (f) Issuance of Common Stock Equivalents. If at any time the Issuer
shall take a record of the Holders of its Common Stock for the purpose of
entitling them to receive a distribution of, or shall in any manner (whether
directly or by assumption in a merger in which the Issuer is the surviving
corporation) issue or sell, any Common Stock Equivalents, whether or not the
rights to exchange or convert thereunder are immediately exercisable, and the
price per share for which Common Stock is issuable upon such conversion or
exchange shall be less than the Warrant Price in effect immediately prior to the
time of such issue or sale, then the number of shares of Common Stock for which
this Warrant is exercisable and the Warrant Price then in effect shall be
adjusted as provided in Section 4(d) on the basis that the maximum number of
Additional Shares of Common Stock necessary to effect the conversion or exchange
of all such Common Stock Equivalents shall be deemed to have been issued and
outstanding and the Issuer shall have received all of the consideration payable
therefor, if any, as of the date of actual issuance of such Common Stock
Equivalents. No further adjustment of the number of shares of Common Stock for
which this Warrant is exercisable and the Warrant Price then in effect shall be
made under this Section 4(f) upon the issuance of any Common Stock Equivalents
which are issued pursuant to the exercise of any warrants or other subscription
or purchase rights therefor, if any such adjustment shall previously have been
made upon the issuance of such warrants or other rights pursuant to Section
4(e). No further adjustments of the number of shares of Common Stock for which
this Warrant is exercisable and the Warrant Price then in effect shall be made
upon the actual issue of such Common Stock upon conversion or exchange of such
Common Stock Equivalents.

         (g) Superseding Adjustment. If, at any time after any adjustment of the
number of

                                      -9-
<PAGE>

shares of Common Stock for which this Warrant is exercisable and the Warrant
Price then in effect shall have been made pursuant to Section 4(e) or Section
4(f) as the result of any issuance of warrants, other rights or Common Stock
Equivalents, and (i) such warrants or other rights, or the right of conversion
or exchange in such other Common Stock Equivalents, shall expire, and all or a
portion of such warrants or other rights, or the right of conversion or exchange
with respect to all or a portion of such other Common Stock Equivalents, as the
case may be shall not have been exercised, or (ii) the consideration per share
for which shares of Common Stock are issuable pursuant to such Common Stock
Equivalents, shall be increased solely by virtue of provisions therein contained
for an automatic increase in such consideration per share upon the occurrence of
a specified date or event, then for each outstanding Warrant such previous
adjustment shall be rescinded and annulled and the Additional Shares of Common
Stock which were deemed to have been issued by virtue of the computation made in
connection with the adjustment so rescinded and annulled shall no longer be
deemed to have been issued by virtue of such computation. Upon the occurrence of
an event set forth in this Section 4(g) above, there shall be a recomputation
made of the effect of such Common Stock Equivalents on the basis of: (i)
treating the number of Additional Shares of Common Stock or other property, if
any, theretofore actually issued or issuable pursuant to the previous exercise
of any such warrants or other rights or any such right of conversion or
exchange, as having been issued on the date or dates of any such exercise and
for the consideration actually received and receivable therefor, and (ii)
treating any such Common Stock Equivalents which then remain outstanding as
having been granted or issued immediately after the time of such increase of the
consideration per share for which shares of Common Stock or other property are
issuable under such Common Stock Equivalents; whereupon a new adjustment of the
number of shares of Common Stock for which this Warrant is exercisable and the
Warrant Price then in effect shall be made, which new adjustment shall supersede
the previous adjustment so rescinded and annulled.

         (h) Purchase of Common Stock by the Issuer. If the Issuer at any time
while this Warrant is outstanding shall, directly or indirectly through a
Subsidiary or otherwise, purchase, redeem or otherwise acquire any shares of
Common Stock at a price per share greater than the Per Share Market Value, then
the Warrant Price upon each such purchase, redemption or acquisition shall be
adjusted to that price determined by multiplying such Warrant Price by a
fraction (i) the numerator of which shall be the number of shares of Common
Stock outstanding immediately prior to such purchase, redemption or acquisition
minus the number of shares of Common Stock which the aggregate consideration for
the total number of such shares of Common Stock so purchased, redeemed or
acquired would purchase at the Per Share Market Value; and (ii) the denominator
of which shall be the number of shares of Common Stock outstanding immediately
after such purchase, redemption or acquisition. For the purposes of this
subsection (h), the date as of which the Per Share Market Price shall be
computed shall be the earlier of (x) the date on which the Issuer shall enter
into a firm contract for the purchase, redemption or acquisition of such Common
Stock, or (y) the date of actual purchase, redemption or acquisition of such
Common Stock. For the purposes of this subsection (h), a purchase, redemption or
acquisition of a Common Stock Equivalent shall be deemed to be a purchase of the
underlying Common Stock, and the computation herein required shall be made on
the basis of the full exercise, conversion or exchange of such Common Stock
Equivalent on the date as of which such computation is required hereby to be
made, whether or not such Common Stock Equivalent is actually exercisable,
convertible or exchangeable on such date.


                                      -10-
<PAGE>

         (i) Other Provisions applicable to Adjustments under this Section. The
following provisions shall be applicable to the making of adjustments of the
number of shares of Common Stock for which this Warrant is exercisable and the
Warrant Price then in effect provided for in this Section 4:

                  (i) Computation of Consideration. To the extent that any
Additional Shares of Common Stock or any Common Stock Equivalents (or any
warrants or other rights therefor) shall be issued for cash consideration, the
consideration received by the Issuer therefor shall be the amount of the cash
received by the Issuer therefor, or, if such Additional Shares of Common Stock
or Common Stock Equivalents are offered by the Issuer for subscription, the
subscription price, or, if such Additional Shares of Common Stock or Common
Stock Equivalents are sold to underwriters or dealers for public offering
without a subscription offering, the initial public offering price (in any such
case subtracting any amounts paid or receivable for accrued interest or accrued
dividends and without taking into account any compensation, discounts or
expenses paid or incurred by the Issuer for and in the underwriting of, or
otherwise in connection with, the issuance thereof). To the extent that such
issuance shall be for a consideration other than cash, then, except as herein
otherwise expressly provided, the amount of such consideration shall be deemed
to be the fair value of such consideration at the time of such issuance as
determined in good faith by the Board of Directors of the Issuer. In case any
Additional Shares of Common Stock or any Common Stock Equivalents (or any
warrants or other rights therefor) shall be issued in connection with any merger
in which the Issuer issues any securities, the amount of consideration therefor
shall be deemed to be the fair value, as determined in good faith by the Board
of Directors of the Issuer, of such portion of the assets and business of the
nonsurviving corporation as such Board in good faith shall determine to be
attributable to such Additional Shares of Common Stock, Common Stock
Equivalents, or any warrants or other rights therefor, as the case may be. The
consideration for any Additional Shares of Common Stock issuable pursuant to any
warrants or other rights to subscribe for or purchase the same shall be the
consideration received by the Issuer for issuing such warrants or other rights
plus the additional consideration payable to the Issuer upon exercise of such
warrants or other rights. The consideration for any Additional Shares of Common
Stock issuable pursuant to the terms of any Common Stock Equivalents shall be
the consideration received by the Issuer for issuing warrants or other rights to
subscribe for or purchase such Common Stock Equivalents, plus the consideration
paid or payable to the Issuer in respect of the subscription for or purchase of
such Common Stock Equivalents, plus the additional consideration, if any,
payable to the Issuer upon the exercise of the right of conversion or exchange
in such Common Stock Equivalents. In case of the issuance at any time of any
Additional Shares of Common Stock or Common Stock Equivalents in payment or
satisfaction of any dividends upon any class of stock other than Common Stock,
the Issuer shall be deemed to have received for such Additional Shares of Common
Stock or Common Stock Equivalents a consideration equal to the amount of such
dividend so paid or satisfied.

                  (ii) When Adjustments to Be Made. The adjustments required by
this Section 4 shall be made whenever and as often as any specified event
requiring an adjustment shall occur, except that any adjustment of the number of
shares of Common Stock for which this Warrant is exercisable that would
otherwise be required may be postponed (except in the case of

                                      -11-
<PAGE>

a subdivision or combination of shares of the Common Stock, as provided for in
Section 4(b)) up to, but not beyond the date of exercise if such adjustment
either by itself or with other adjustments not previously made adds or subtracts
less than one percent (1%) of the shares of Common Stock for which this Warrant
is exercisable immediately prior to the making of such adjustment. Any
adjustment representing a change of less than such minimum amount (except as
aforesaid) which is postponed shall be carried forward and made as soon as such
adjustment, together with other adjustments required by this Section 4 and not
previously made, would result in a minimum adjustment or on the date of
exercise. For the purpose of any adjustment, any specified event shall be deemed
to have occurred at the close of business on the date of its occurrence.

                  (iii) Fractional Interests. In computing adjustments under
this Section 4, fractional interests in Common Stock shall be taken into account
to the nearest one one-hundredth (1/100th) of a share.

                  (iv) When Adjustment Not Required. If the Issuer shall take a
record of the holders of its Common Stock for the purpose of entitling them to
receive a dividend or distribution or subscription or purchase rights and shall,
thereafter and before the distribution to stockholders thereof, legally abandon
its plan to pay or deliver such dividend, distribution, subscription or purchase
rights, then thereafter no adjustment shall be required by reason of the taking
of such record and any such adjustment previously made in respect thereof shall
be rescinded and annulled. In addition, no adjustment shall be required under
Section 4(d)(i) hereof in the event the Issuer issues or sells Additional Shares
in a transaction whose primary purpose is to establish a relationship with the
recipient thereof for strategic reasons and not to raise capital.

         (j) Form of Warrant after Adjustments. The form of this Warrant need
not be changed because of any adjustments in the Warrant Price or the number and
kind of Securities purchasable upon the exercise of this Warrant.

         (k) Escrow of Warrant Stock. If after any property becomes
distributable pursuant to this Section 4 by reason of the taking of any record
of the holders of Common Stock, but prior to the occurrence of the event for
which such record is taken, and the Holder exercises this Warrant, any shares of
Common Stock issuable upon exercise by reason of such adjustment shall be deemed
the last shares of Common Stock for which this Warrant is exercised
(notwithstanding any other provision to the contrary herein) and such shares or
other property shall be held in escrow for the Holder by the Issuer to be issued
to the Holder upon and to the extent that the event actually takes place, upon
payment of the current Warrant Price. Notwithstanding any other provision to the
contrary herein, if the event for which such record was taken fails to occur or
is rescinded, then such escrowed shares shall be cancelled by the Issuer and
escrowed property returned.

         5. Notice of Adjustments. Whenever the Warrant Price or Warrant Share
Number shall be adjusted pursuant to Section 4 hereof (for purposes of this
Section 5, each an "adjustment"), the Issuer shall cause its Chief Financial
Officer to prepare and execute a certificate setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated (including a description of

                                      -12-
<PAGE>

the basis on which the Board made any determination hereunder), and the Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall
cause copies of such certificate to be delivered to the Holder of this Warrant
promptly after each adjustment. Any dispute between the Issuer and the Holder of
this Warrant with respect to the matters set forth in such certificate may at
the option of the Holder of this Warrant be submitted to one of the national
accounting firms currently known as the "big five" selected by the Holder,
provided that the Issuer shall have ten (10) days after receipt of notice from
such Holder of its selection of such firm to object thereto, in which case such
Holder shall select another such firm and the Issuer shall have no such right of
objection. The firm selected by the Holder of this Warrant as provided in the
preceding sentence shall be instructed to deliver a written opinion as to such
matters to the Issuer and such Holder within thirty (30) days after submission
to it of such dispute. Such opinion shall be final and binding on the parties
hereto. The fees and expenses of such accounting firm shall be paid by the
Issuer.

         6. Fractional Shares. No fractional shares of Warrant Stock will be
issued in connection with and exercise hereof, but in lieu of such fractional
shares, the Issuer shall make a cash payment therefor equal in amount to the
product of the applicable fraction multiplied by the Per Share Market Value then
in effect.

         7. Intentionally Omitted.

         8. Warrant Exercise Restriction. Notwithstanding anything to the
contrary set forth in this Warrant, at no time may a holder of this Warrant
exercise this Warrant, or a portion hereof, if the number of shares of Common
Stock to be issued pursuant to such exercise would exceed, when aggregated with
all other shares of Common Stock owned by such holder at such time, would result
in such holder owning more than 9.99% of all of the Common Stock issued and
outstanding at such time; provided, however, that upon a holder of this Warrant
providing the Issuer with thirty (30) days notice (pursuant to Section 13
hereof) (the "Waiver Notice") that such holder would like to waive Section 8 of
this Warrant with regard to any or all shares of Common Stock issuable upon
exercise of the Warrant, this Section 8 will be of no force or effect with
regard to the number of shares exercisable pursuant to the Warrant, or the
applicable portion thereof, referenced in the Waiver Notice.

         9. Definitions. For the purposes of this Warrant, the following terms
have the following meanings:

                  "Additional Shares of Common Stock" means all shares of Common
         Stock issued by the Issuer after the Original Issue Date, and all
         shares of Other Common, if any, issued by the Issuer after the Original
         Issue Date, except the Warrant Stock.

                  "Board" shall mean the Board of Directors of the Issuer.

                  "Capital Stock" means and includes (i) any and all shares,
         interests, participations or other equivalents of or interests in
         (however designated) corporate stock, including, without limitation,
         shares of preferred or preference stock, (ii) all partnership interests
         (whether general or limited) in any Person which is a partnership,
         (iii) all membership

                                      -13-
<PAGE>

         interests or limited liability company interests in any limited
         liability company, and (iv) all equity or ownership interests in any
         Person of any other type.

                  "Certificate of Incorporation" means the Certificate of
         Incorporation of the Issuer as in effect on the Original Issue Date,
         and as hereafter from time to time amended, modified, supplemented or
         restated in accordance with the terms hereof and thereof and pursuant
         to applicable law.

                  "Common Stock" means the Common Stock, par value $.001 per
         share, of the Issuer and any other Capital Stock into which such stock
         may hereafter be changed.

                  "Common Stock Equivalent" means any Convertible Security or
         warrant, option or other right to subscribe for or purchase any
         Additional Shares of Common Stock or any Convertible Security.

                  "Convertible Securities" means evidences of Indebtedness,
         shares of Capital Stock or other Securities which are or may be at any
         time convertible into or exchangeable for Additional Shares of Common
         Stock. The term "Convertible Security" means one of the Convertible
         Securities.

                  "Governmental Authority" means any governmental, regulatory or
         self-regulatory entity, department, body, official, authority,
         commission, board, agency or instrumentality, whether federal, state or
         local, and whether domestic or foreign.

                  "Holders" mean the Persons who shall from time to time own any
         Warrant. The term "Holder" means one of the Holders.

                  "Independent Appraiser" means a nationally recognized or major
         regional investment banking firm or firm of independent certified
         public accountants of recognized standing (which may be the firm that
         regularly examines the financial statements of the Issuer) that is
         regularly engaged in the business of appraising the Capital Stock or
         assets of corporations or other entities as going concerns, and which
         is not affiliated with either the Issuer or the Holder of any Warrant.

                  "Issuer" means Speedcom Wireless Corporation, a Delaware
         corporation, and its successors.

                  "Majority Holders" means at any time the Holders of Warrants
         exercisable for a majority of the shares of Warrant Stock issuable
         under the Warrants at the time outstanding.

                  "Nasdaq" means the Nasdaq SmallCap Market.

                  "Original Issue Date" means April 13, 2001.

                  "OTC Bulletin Board" means the over-the-counter electronic
         bulletin board.

                                      -14-
<PAGE>

                  "Other Common" means any other Capital Stock of the Issuer of
         any class which shall be authorized at any time after the date of this
         Warrant (other than Common Stock) and which shall have the right to
         participate in the distribution of earnings and assets of the Issuer
         without limitation as to amount.

                  "Person" means an individual, corporation, limited liability
         company, partnership, joint stock company, trust, unincorporated
         organization, joint venture, Governmental Authority or other entity of
         whatever nature.

                  "Per Share Market Value" means on any particular date (a) the
         closing bid price per share of the Common Stock on such date on Nasdaq
         or another registered national stock exchange on which the Common Stock
         is then listed, or if there is no such price on such date, then the
         closing bid price on such exchange or quotation system on the date
         nearest preceding such date, or (b) if the Common Stock is not listed
         then on Nasdaq or any registered national stock exchange, the closing
         bid price for a share of Common Stock in the over-the-counter market,
         as reported by the OTC Bulletin Board or in the National Quotation
         Bureau Incorporated or similar organization or agency succeeding to its
         functions of reporting prices) at the close of business on such date,
         or (c) if the Common Stock is not then reported by the OTC Bulletin
         Board or the National Quotation Bureau Incorporated (or similar
         organization or agency succeeding to its functions of reporting
         prices), then the average of the "Pink Sheet" quotes for the relevant
         conversion period, as determined in good faith by the holder, or (d) if
         the Common Stock is not then publicly traded the fair market value of a
         share of Common Stock as determined by an Independent Appraiser
         selected in good faith by the Majority Holders; provided, however, that
         the Issuer, after receipt of the determination by such Independent
         Appraiser, shall have the right to select an additional Independent
         Appraiser, in which case, the fair market value shall be equal to the
         average of the determinations by each such Independent Appraiser; and
         provided, further that all determinations of the Per Share Market Value
         shall be appropriately adjusted for any stock dividends, stock splits
         or other similar transactions during such period. The determination of
         fair market value by an Independent Appraiser shall be based upon the
         fair market value of the Issuer determined on a going concern basis as
         between a willing buyer and a willing seller and taking into account
         all relevant factors determinative of value, and shall be final and
         binding on all parties. In determining the fair market value of any
         shares of Common Stock, no consideration shall be given to any
         restrictions on transfer of the Common Stock imposed by agreement or by
         federal or state securities laws, or to the existence or absence of, or
         any limitations on, voting rights.

                  "Purchase Agreement" means the Note and Warrant Purchase
         Agreement dated as of April 13, 2001 among the Issuer and the investors
         a party thereto.

                  "Registration Rights Agreement" has the meaning specified in
         Section 3(e) hereof.

                                      -15-
<PAGE>

                  "Securities" means any debt or equity securities of the
         Issuer, whether now or hereafter authorized, any instrument convertible
         into or exchangeable for Securities or a Security, and any option,
         warrant or other right to purchase or acquire any Security. "Security"
         means one of the Securities.

                  "Securities Act" means the Securities Act of 1933, as amended,
         or any similar federal statute then in effect.

                  "Subsidiary" means any corporation at least 50% of whose
         outstanding Voting Stock shall at the time be owned directly or
         indirectly by the Issuer or by one or more of its Subsidiaries, or by
         the Issuer and one or more of its Subsidiaries.

                  "Term" has the meaning specified in Section 1 hereof.

                  "Trading Day" means (a) a day on which the Common Stock is
         traded on Nasdaq, or (b) if the Common Stock is not listed on Nasdaq, a
         day on which the Common Stock is traded on any other registered
         national stock exchange, or (c) if the Common Stock is not traded on
         any other registered national stock exchange, a day on which the Common
         Stock is traded on the OTC Bulletin Board, or (d) if the Common Stock
         is not traded on the OTC Bulletin Board, a day on which the Common
         Stock is quoted in the over-the-counter market as reported by the
         National Quotation Bureau Incorporated (or any similar organization or
         agency succeeding its functions of reporting prices); provided,
         however, that in the event that the Common Stock is not listed or
         quoted as set forth in (a), (b) and (c) hereof, then Trading Day shall
         mean any day except Saturday, Sunday and any day which shall be a legal
         holiday or a day on which banking institutions in the State of New York
         are authorized or required by law or other government action to close.

                  "Voting Stock" means, as applied to the Capital Stock of any
         corporation, Capital Stock of any class or classes (however designated)
         having ordinary voting power for the election of a majority of the
         members of the Board of Directors (or other governing body) of such
         corporation, other than Capital Stock having such power only by reason
         of the happening of a contingency.

                  "Warrants" means the Warrants issued and sold pursuant to the
         Purchase Agreement, including, without limitation, this Warrant, and
         any other warrants of like tenor issued in substitution or exchange for
         any thereof pursuant to the provisions of Section 2(c), 2(d) or 2(e)
         hereof or of any of such other Warrants.

                  "Warrant Price" means U.S.$5.00, as such price may be adjusted
         from time to time as shall result from the adjustments specified in
         this Warrant, including Section 4 hereto.

                  "Warrant Share Number" means at any time the aggregate number
         of shares of Warrant Stock which may at such time be purchased upon
         exercise of this Warrant, after


                                      -16-
<PAGE>

         giving effect to all prior adjustments and increases to such number
         made or required to be made under the terms hereof.

                  "Warrant Stock" means Common Stock issuable upon exercise of
         any Warrant or Warrants or otherwise issuable pursuant to any Warrant
         or Warrants.

         10. Other Notices. In case at any time:

                                    (A)     the Issuer shall make any
                                            distributions to the holders of
                                            Common Stock; or

                                    (B)     the Issuer shall authorize the
                                            granting to all holders of its
                                            Common Stock of rights to subscribe
                                            for or purchase any shares of
                                            Capital Stock of any class or of any
                                            Common Stock Equivalents or other
                                            rights; or

                                    (C)     there shall be any reclassification
                                            of the Capital Stock of the Issuer;
                                            or

                                    (D)     there shall be any capital
                                            reorganization by the Issuer; or

                                    (E)     there shall be any (i) consolidation
                                            or merger involving the Issuer or
                                            (ii) sale, transfer or other
                                            disposition of all or substantially
                                            all of the Issuer's property, assets
                                            or business (except a merger or
                                            other reorganization in which the
                                            Issuer shall be the surviving
                                            corporation and its shares of
                                            Capital Stock shall continue to be
                                            outstanding and unchanged and except
                                            a consolidation, merger, sale,
                                            transfer or other disposition
                                            involving a wholly-owned
                                            Subsidiary); or

                                    (F)     there shall be a voluntary or
                                            involuntary dissolution, liquidation
                                            or winding-up of the Issuer or any
                                            partial liquidation of the Issuer or
                                            distribution to holders of Common
                                            Stock;

then, in each of such cases, the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer shall close or a record shall
be taken for such dividend, distribution or subscription rights or (ii) such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be, shall take place.
Such notice also shall specify the date as of which the holders of Common Stock
of record shall participate in such dividend, distribution or subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, disposition, dissolution, liquidation
or winding-up, as the case may be. Such notice shall be given at least twenty
(20) days prior to the action in question and not less than twenty (20) days
prior to the record date or the date on which the Issuer's transfer books are
closed in respect thereto. The Issuer shall give to the Holder


                                      -17-
<PAGE>

notice of all meetings and actions by written consent of its stockholders, at
the same time in the same manner as notice of any meetings of stockholders is
required to be given to stockholders who do not waive such notice (or, if such
requires no notice, then two (2) Trading Days written notice thereof describing
the matters upon which action is to be taken). The Holder shall have the right
to send two (2) representatives selected by it to each meeting, who shall be
permitted to attend, but not vote at, such meeting and any adjournments thereof.
This Warrant entitles the Holder to receive copies of all financial and other
information distributed or required to be distributed to the holders of the
Common Stock.

         11. Amendment and Waiver. Any term, covenant, agreement or condition in
this Warrant may be amended, or compliance therewith may be waived (either
generally or in a particular instance and either retroactively or
prospectively), by a written instrument or written instruments executed by the
Issuer and the Majority Holders; provided, however, that no such amendment or
waiver shall reduce the Warrant Share Number, increase the Warrant Price,
shorten the period during which this Warrant may be exercised or modify any
provision of this Section 11 without the consent of the Holder of this Warrant.

         12. Governing Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAW.

         13. Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earlier of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified for notice prior to 5:00 p.m., eastern time, on a
Trading Day, (ii) the Trading Day after the date of transmission, if such notice
or communication is delivered via facsimile at the facsimile telephone number
specified for notice later than 5:00 p.m., eastern time, on any date and earlier
than 11:59 p.m., eastern time, on such date, (iii) the Trading Day following the
date of mailing, if sent by nationally recognized overnight courier service or
(iv) actual receipt by the party to whom such notice is required to be given.
The addresses for such communications shall be with respect to the Holder of
this Warrant or of Warrant Stock issued pursuant hereto, addressed to such
Holder at its last known address or facsimile number appearing on the books of
the Issuer maintained for such purposes, or with respect to the Issuer,
addressed to:

                  Speedcom Wireless Corporation
                  1748 Independence Boulevard, D-4
                  Sarasota, Florida  34243
                  Attention:  Jay Wright, Chief Financial Officer
                  Telephone: (941) 358-9283
                  Telecopier: (941) 358-6208

                                      -18-
<PAGE>

with copies (which copies shall not constitute notice to the Company) to:

                  Foley & Lardner
                  One IBM Plaza
                  330 N. Wabash Avenue, Suite 3300
                  Chicago, Illinois 60611-3608
                  Attention:  Edwin D. Mason, Esq.
                  Telephone: (312) 755-2532
                  Telecopier: (312) 755-1925

Copies of notices to the Holder shall be sent to Jenkens & Gilchrist Parker
Chapin LLP, The Chrysler Building, 405 Lexington Avenue, New York, New York
10174, Attention: Christopher S. Auguste, Esq., facsimile no.: (212) 704-6288.
Any party hereto may from time to time change its address for notices by giving
at least ten (10) days written notice of such changed address to the other party
hereto.

         14. Warrant Agent. The Issuer may, by written notice to each Holder of
this Warrant, appoint an agent having an office in New York, New York for the
purpose of issuing shares of Warrant Stock on the exercise of this Warrant
pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant pursuant
to subsection (d) of Section 2 hereof or replacing this Warrant pursuant to
subsection (d) of Section 3 hereof, or any of the foregoing, and thereafter any
such issuance, exchange or replacement, as the case may be, shall be made at
such office by such agent.

         15. Remedies. The Issuer stipulates that the remedies at law of the
Holder of this Warrant in the event of any default or threatened default by the
Issuer in the performance of or compliance with any of the terms of this Warrant
are not and will not be adequate and that, to the fullest extent permitted by
law, such terms may be specifically enforced by a decree for the specific
performance of any agreement contained herein or by an injunction against a
violation of any of the terms hereof or otherwise.

         16. Successors and Assigns. This Warrant and the rights evidenced
hereby shall inure to the benefit of and be binding upon the successors and
assigns of the Issuer, the Holder hereof and (to the extent provided herein) the
Holders of Warrant Stock issued pursuant hereto, and shall be enforceable by any
such Holder or Holder of Warrant Stock.

         17. Modification and Severability. If, in any action before any court
or agency legally empowered to enforce any provision contained herein, any
provision hereof is found to be unenforceable, then such provision shall be
deemed modified to the extent necessary to make it enforceable by such court or
agency. If any such provision is not enforceable as set forth in the preceding
sentence, the unenforceability of such provision shall not affect the other
provisions of this Warrant, but this Warrant shall be construed as if such
unenforceable provision had never been contained herein.

         18. Headings. The headings of the Sections of this Warrant are for
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.

                                      -19-
<PAGE>

         IN WITNESS WHEREOF, the Issuer has executed this Warrant as of the day
and year first above written.


                                                   SPEEDCOM WIRELESS CORPORATION



                                                   By:__________________________
                                                      Name:
                                                      Title:

                                      -20-
<PAGE>

                                  EXERCISE FORM

                          SPEEDCOM WIRELESS CORPORATION

The undersigned _______________, pursuant to the provisions of the within
Warrant, hereby elects to purchase _____ shares of Common Stock of Speedcom
Wireless Corporation covered by the within Warrant.

Dated: _________________            Signature        ___________________________

                                    Address          ___________________________

                                                     ___________________________


                                   ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

Dated: _________________            Signature        ___________________________

                                    Address          ___________________________

                                                     ___________________________


                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the right to purchase _________ shares of Warrant Stock
evidenced by the within Warrant together with all rights therein, and does
irrevocably constitute and appoint ___________________, attorney, to transfer
that part of the said Warrant on the books of the within named corporation.

Dated: _________________            Signature        ___________________________

                                    Address          ___________________________

                                                     ___________________________


                           FOR USE BY THE ISSUER ONLY:

This Warrant No. W-_____ canceled (or transferred or exchanged) this _____ day
of ___________, _____, shares of Common Stock issued therefor in the name of
_______________, Warrant No. W-_____ issued for ____ shares of Common Stock in
the name of _______________.



                                      -21-