EXHIBIT 10.49





As of April 12, 2002





TO:    Purchasers of Units (each a Lender and collectively
the Lenders) consisting of $4,535,000 principal amount of 15% Senior Secured Notes of World Wireless Communications, Inc. (the Company).





Re:    Amendment of Agreements





Gentlemen:





Reference is made to the Loan Agreement between the Lenders and the Company dated as
of May 17, 2001, as amended on August 7, 2001, effective as of May 17, 2001 (the Agreement), including each note issued pursuant thereto (individually the Note and collectively the Notes).





For good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged by the Lenders, and as an additional
inducement for the Company to continue its offering of units of its preferred stock and warrants pursuant to the Confidential Private Placement Memorandum dated January 8, 2002, the Company and each Lender agree as follows:





1.    Each Note shall be amended to change the amount now appearing in Section 3(ii) thereof to
$4,535,000 with the same force and effect as if originally set forth therein, effective as of April 12, 2002.





2.    Section 1.1(a) of the Loan Agreement shall be amended to read as follows, effective as of April 12, 2002:





(a)    Simultaneously with the execution and the delivery of this Agreement, Lancer Offshore, Inc. agrees to lend to Borrower the
aggregate sum of $2,250,000, of which (i) the sum of $1,125,000 shall be paid to Borrower upon the execution and the delivery of this Agreement and (ii) the sum of $1,125,000 shall be paid to Borrower on July 15, 2001, provided that Borrower has
raised the sum of $2,000,000 in equity from persons other than Michael Lauer and his affiliates, including, without limitation, Lancer Offshore Inc., Lancer Partners, L.P., and The Orbiter Fund Ltd.(such loan, together with any other amounts loaned
pursuant to this Agreement by any Lender from time to time, including that specified in Section 1.1 (b) hereof, with the consent of the parties hereto, up to a total sum of $5,000,000, shall be referred to collectively as the Loan). The
Loan shall be used solely by Borrower in the operation of its business as determined by the President of Borrower, subject to supervision thereof by Board of Directors of Borrower. As of April 12, 2002, Lancer Offshore, Inc. loaned the Borrower the
principal amount of $3,635,000. The Loan shall be repaid on June 30, 2002 unless it is mandatorily converted into shares of Borrowers Common Stock before that date as provided in Section 1.5 hereof.




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3.    Section 1.5 of the Loan Agreement shall be amended to read as follows,
effective as of April 12, 2002:





(a)    The Loan shall be mandatorily
converted into shares of the Common Stock of Borrower at the rate of one share per each $0.05 principal amount of debt, including interest (subject to adjustment for stock dividends, stock splits and reverse stock splits, if any) immediately upon
(i) the approval of such conversion by Borrowers shareholders at a meeting of shareholders held for such purpose (among other purposes) and (ii) Borrowers receipt of $4,535,000 in equity from persons other than Michael Lauer and his
affiliates, including, without limitation, Lancer Offshore, Inc., Lancer Partners L.P. and The Orbiter Fund Ltd., on or before June 30, 2002.





In consideration of the foregoing, each Lender unconditionally acknowledges that the Company is not in default under the Loan Agreement, any of the Notes or any other agreement which is a part of the
Loan Agreement.





Except as amended as set forth herein, the Agreement, including, without limitation, the Amended
and Restated Pledge/Security Agreement, shall continue in full force and effect in accordance with its terms.





If
this letter accurately sets forth our understanding, please sign your name below and return your signed original to us immediately.





Very truly yours,





WORLD WIRELESS COMMUNICATIONS, INC./s/    DAVID
D. SINGERDavid D. Singer, President








LANCER OFFSHORE, INC.



LANCER PARTNER L.P./s/    MICHAEL
LAUER



/s/    MICHAEL
LAUERMichael Lauer, Manager



Michael Lauer, Manager