Prepared by R.R. Donnelley Financial -- Amendment to Agreements


  
 As of February 28, 2002 
  

	TO:
	 
	Purchasers of Units (each a “Lender” and collectively the “Lenders”) consisting of $3,810,000 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.    Section 1 of each Note issued under the Agreement shall be
amended to substitute the maturity date of “June 30, 2002” for the maturity date of “February 28, 2002” now appearing therein with the same force and effect as if originally set forth therein, effective as of February 28, 2002.

  
 2.    Section 1.1(a) of the Loan Agreement shall be amended to read as follows effective as of February 28,
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 February 28, 2002, Lancer Offshore,
Inc. loaned the Borrower the principal amount of $3,160,000. 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 1.1(b) of the Loan Agreement shall be amended to read as
follows effective as of February 28, 2002: 
  
 “(b) On August 7, 2001 Lancer Partners L.P. agrees to lend to Borrower the
aggregate sum of $875,000, of which (i) the sum of $350,000 shall be paid to Borrower on August 7, 2001 and (ii) the sums of $275,000 shall be paid to Borrower on or about September 15, 2001, (but no later than September 20, 2001), and $250,000 on
or about October 15, 2001 (but no later than October 20, 2001), or such other amount mutually agreed to by the parties hereto, provided that Borrower has raised the sum of $1,500,000 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 October 15, 2001 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 the Board of Directors of Borrower. The initial $350,000 principal amount of the Loan shall be repaid on June 30, 2002, and the subsequent tranches of $275,000 and $250,000 of the Loan if and when made
shall be repaid on June 30, 2002, unless such amounts are mandatorily converted into shares of Borrower’s Common Stock before that date as provided in Section 1.5 hereof. As of February 28, 2002, Lancer Partners L.P. loaned the Borrower the
principal amount of $650,000.” 
  
 4.    Section 1.5 of the Loan Agreement shall be amended to read as
follows, effective as of February 28, 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 $3,810,000 in equity from persons other than Michael Lauer and his affiliates, including without limitation,
Lancer Offshore, Inc., Lancer Partners L.P. or The Orbiter Fund Ltd., on or before June 30, 2002.” 
  
 5.    The Borrower agreed to issue 7,120,000 shares of its Common Stock to the Lenders, to be divided pro rata between them based on their respective share of the total loans of $3,810,000 to the Borrower as of February
28, 2002, subject to the approval of such issuance by the Borrower’s stockholders at a meeting in accordance with applicable American Stock Exchange rules. In the event that (i) such stockholder approval is not obtained on or before July 31,
2002 or (ii) the Borrower fails to issue such shares within 30 days after such approval is obtained due to its fault, the Borrower agrees to pay the sum of $356,000 to the Lenders, pro rata as set forth above, in full satisfaction thereof, and such
payment shall be made within 30 days after the later to occur of such two events. 
  
 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 
 

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 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. 
  

	 	Ve
	ry truly yours, 
 

  

	 	WO
	RLD WIRELESS COMMUNICATIONS, INC. 
 

  

	 	/s/  
	  David D. Singer, President 
 

  
 LANCER OFFSHORE,
INC.                                        
                                        
         LANCER PARTNERS L.P. 
 /s/    Michael L.
Lauer                                       
                                        
                 /s/    Michael L. Lauer 
 
Michael Lauer,
Manager                                       
                                        
                      Michael Lauer, Manager 
 

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