NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF
     HAVE  BEEN  REGISTERED  WITH THE  UNITED  STATES  SECURITIES  AND  EXCHANGE
     COMMISSION  OR  THE  SECURITIES  COMMISSION  OF  ANY  STATE  OR  UNDER  THE
     SECURITIES  ACT OF  1933,  AS  AMENDED  (THE  "ACT").  THE  SECURITIES  ARE
     RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS
     PERMITTED UNDER THE ACT PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT OR
     AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.


NO.                                                            US  $

                        WORLDWIDE WIRELESS NETWORKS, INC.

                   7% CONVERTIBLE DEBENTURE DUE JUNE 30, 2003


          THIS DEBENTURE is issued  by  Worldwide  Wireless  Networks,  Inc.,  a
corporation  organized  and  existing under the laws of the State of Nevada (the
"Company")  and is designated as its 7% Convertible Debenture Due June 30, 2003.

          FOR  VALUE  RECEIVED,  the  Company  promises  to  pay  to  [        ]
or  permitted  assigns  (the "Holder"),  the  principal  sum _______________ and
00/100  (US  $xx,000)  Dollars on June 30, 2003 (the "Maturity Date") and to pay
interest on the principal sum outstanding from time to time quarterly in arrears
at  the  rate  of  7%  per annum accruing from the date of initial issuance. The
Company  shall  have  the  right  to  cause the Holder to accept Common Stock in
exchange  for  interest  otherwise  payable  in cash pursuant to this Debenture;
provided,  however,  that  the  Holder  shall have the right to request interest
- - --------   -------
payments  in  cash  if  there  has  been an occurrence of an Event of Default as
defined  below.  The  exact  number  of  Common  Stock  into which such interest
payment  is  convertible  shall  be determined as set forth in Section 3 hereof.
Accrual  of interest shall commence on the first business day to occur after the
date of initial issuance and continue until payment in full of the principal sum
has  been  made  or duly provided for.  Quarterly interest payments shall be due
and  payable  on  September  1,  December  1,  March  1 and June 1 of each year,
commencing with September 1, 2000.  If any interest payment date or the Maturity
Date  is not a business day in the State of New York, then such payment shall be
made  on  the  next succeeding business day. The forwarding of such check, shall
constitute  a  payment of principal and interest hereunder and shall satisfy and
discharge  the  liability  for  principal  and interest on this Debenture to the
extent  of  the  sum  represented  by  such  check plus any amounts so deducted.

            This Debenture is subject to the following additional provisions:

               1.     The  Company  shall  be  entitled  to  withhold  from  all
payments of interest on this Debenture any amounts required to be withheld under
the  applicable  provisions  of  the  United  States  income  tax  laws or other
applicable  laws  at  the  time  of  such payments, and Holder shall execute and
deliver  all  required  documentation  in  connection  therewith.


                                        1
<PAGE>
               2.     This  Debenture  has  been  issued  subject  to investment
representations  of  the  original  purchaser  hereof  and may be transferred or
exchanged  only  in  compliance with the Securities Act of 1933, as amended (the
"Act"),  and  other  applicable  state  and foreign securities laws.  The Holder
shall  deliver  written  notice  to the Company of any proposed transfer of this
Debenture.  In the event of any proposed transfer of this Debenture, the Company
may  require,  prior  to  issuance  of a new Debenture in the name of such other
person,  that  it  receive  reasonable  transfer  documentation  including legal
opinions that the issuance of the Debenture in such other name does not and will
not  cause  a violation of the Act or any applicable state or foreign securities
laws.  Prior  to due presentment for transfer of this Debenture, the Company and
any  agent  of  the Company may treat the person in whose name this Debenture is
duly  registered on the Company's Debenture Register as the owner hereof for the
purpose  of  receiving  payment  as  herein provided and for all other purposes,
whether  or  not this Debenture be overdue, and neither the Company nor any such
agent  shall  be  affected  by  notice to the contrary.  This Debenture has been
executed  and  delivered  pursuant  to  the  Convertible  Debenture and Warrants
Purchase  Agreement  dated  as  of  June  30,  2000  between the Company and the
original  Holder  (the  "Purchase  Agreement"),  and is subject to the terms and
conditions of the Purchase Agreement, which are, by this reference, incorporated
herein and made a part hereof.  Capitalized terms used and not otherwise defined
herein  shall  have  the  meanings  set  forth  for  such  terms in the Purchase
Agreement.

               3.     The  Holder  of this Debenture is entitled, at its option,
to  convert  at  any time commencing on the date hereof, the principal amount of
this  Debenture  or  any  portion  thereof,  into  shares of Common Stock of the
Company  ("Conversion  Shares")  at  a conversion price for each share of Common
Stock  ("Conversion Price") equal to the lesser of (i) $____ (101% of the Market
Price  on  the  Closing  Date)(the  "Set Price")(subject to adjustment for stock
splits  and  the  like) and (ii) 80% of the Market Price on the Conversion Date;
provided,  however,  in  the  event  the  Conversion  Price  is  less than $7.00
- - --------   -------
(adjusted  for  stock  splits  and  the  like),  the Company may, upon seven (7)
calendar  days' notice to the Investor, honor all or any part of such conversion
notice  in  cash,  and such notice shall specify the dollar amount that shall be
paid  in  cash  on  any  subsequent  conversions.

               4.     Intentionally  omitted.

               5.     The  Company  shall  also have the right to deliver to the
Holder a written notice of the Company's intent to redeem all or any part of the
entire  outstanding  amount of this Debenture at a price equal to the greater of
(i)  150%  of  the  outstanding  principal  balance, plus all accrued but unpaid
interest  and  (ii) the Market Price on the Redemption Notice Date multiplied by
the  number  of  Conversion Shares that would be issuable such Redemption Notice
Date  without  regard  to any of the restrictions set forth herein.  The Company
shall  make  the redemption payment to the Holder six (6) Trading Days after the
notice  of  redemption  is  tendered  ("Redemption  Payment  Date"), or else the
redemption  notice  shall be void, and the Company shall thereafter not have any
further  right  to  redeem  this  Debenture.  The Holder shall have the right to
convert  this Debenture as set forth in Section 8 until the Trading Day prior to
the  Redemption  Payment  Date.

               6.     Intentionally  omitted.

               7.     On  the  Maturity  Date, provided that (i) the closing bid
price of the Common Stock is greater than $7.00 for ten (10) consecutive Trading
Days,  (ii)  the  trading  volume  of  the  Common Stock on the Principal Market
exceeds  100,000  shares  of  Common  Stock  on  such Trading Days and (iii) the
Registration  Statement  has  been  effective  during  such ten (10) consecutive
Trading  Days  and  is  effective  on  the date notice is given pursuant to this
Section  7, the entire principal amount of this Debenture then outstanding shall
automatically  convert into shares of Common Stock of the Company as provided in


                                        2
<PAGE>
Section  3  hereof.  Conversion  shall  be  deemed  to  have  occurred as of the
Conversion  Date,  which  shall  be the conversion date set forth in the notice,
which  shall  not  be prior to the date the notice is tendered.  Upon receipt of
the  notice,  the  Holder  shall promptly tender the Debenture for conversion to
shares  as  provided  in  Section  8  of  this Agreement.  In the event that the
foregoing  conditions  to  this  Section 7 are not met, the Company will pay the
principal  of and any accrued but unpaid interest due upon this Debenture on the
Maturity  Date,  less  any  amounts  required  by  law  to  be  deducted, to the
registered  holder  of  this  Debenture and addressed to such holder at the last
address  appearing  on  the  Debenture  Register

               8.     (a)     Conversion  shall  be  effectuated by surrendering
this  Debenture  to the Company (if such Conversion will convert all outstanding
principal)  together  with  the  form  of  conversion  notice attached hereto as
Exhibit A (the "Notice of Conversion"), executed by the Holder of this Debenture
evidencing  such  Holder's  intention  to  convert this Debenture or a specified
portion (as above provided) hereof, and accompanied, if required by the Company,
by  proper  assignment  hereof  in blank.  Interest accrued or accruing from the
date  of  issuance  to the date of conversion shall be paid in cash as set forth
above.  No  fraction of a share or scrip representing a fraction of a share will
be  issued  on conversion, but the number of shares issuable shall be rounded to
the  nearest  whole share.  The date on which Notice of Conversion is given (the
"Conversion  Date") shall be deemed to be the date on which the Holder faxes the
Notice  of  Conversion  duly executed to the Company.  Facsimile delivery of the
Notice  of Conversion shall be accepted by the Company at facsimile number (714)
937-2485.:  Charles  C.  Bream.  Certificates  representing  Common  Stock  upon
conversion  will  be  delivered to the Holder within three (3) Trading Days from
the  date  the  Notice  of  Conversion is delivered to the Company.  Delivery of
shares  upon  conversion shall be made to the address specified by the Holder in
the  Notice  of  Conversion.

                    (b)     The Company understands that a delay in the issuance
of  shares  of  Common  Stock upon a conversion beyond the three (3) Trading Day
period  described in Paragraph 8(a) could result in economic loss to the Holder.
As  compensation  to  the  Holder  for such loss, the Company agrees to pay late
payments  to  the  Holder  for  late  issuance  of  shares  of Common Stock upon
conversion  in  accordance with the following schedule (where "No.  Trading Days
Late"  is  defined  as  the number of Trading Days beyond three (3) Trading Days
from  the  date  the  Notice  of  Conversion  is  delivered  to  the  Company).

                 No. Trading Days Late     Late Payment for Each
                                         $5,000 of Principal Amount
                                              Being Converted
                          1                        $100
                          2                        $200
                          3                        $300
                          4                        $400
                          5                        $500
                          6                        $600
                          7                        $700
                          8                        $800
                          9                        $900
                          10                     $1,000
                     More than 10     $1,000 +$100 for each Trading Day
                                         Late beyond 10 Trading Days


                                        3
<PAGE>
               The  Company shall pay any payments incurred under this Paragraph
8(b)  in  immediately  available  funds upon demand.  Nothing herein shall limit
Holder's  right  to  pursue  injunctive  relief  and/or  actual  damages for the
Company's  failure  to  issue and deliver Common Stock to the holder, including,
without  limitation,  the  Holder's  actual losses occasioned by any "buy-in" of
Common  Stock  necessitated  by such late delivery.  Furthermore, in addition to
any  other  remedies which may be available to the Holder, in the event that the
Company  fails  for any reason to effect delivery of such shares of Common Stock
within  three  (3)  Trading  Days  from  the  date  the  Notice of Conversion is
delivered  to  the  Company,  the Holder will be entitled to revoke the relevant
Notice  of  Conversion  by  delivering  a  notice to such effect to the Company,
whereupon  the Company and the Holder shall each be restored to their respective
positions  immediately  prior  to  delivery of such Notice of Conversion, and in
such  event  no  late  payments  shall  be due in connection with such withdrawn
conversion.

               (c)     If  at  any  time (a) the Company challenges, disputes or
denies  the  right of the Holder to effect the conversion of this Debenture into
Common Stock or otherwise dishonors or rejects any Notice of Conversion properly
delivered in accordance with this Paragraph 8 or (b) any Company stockholder who
is  not  and  has  never  been  an  Affiliate  (as defined in Rule 405 under the
Securities  Act  of  1933,  as  amended) of the Holder obtains a judgment or any
injunctive  relief  from  any  court  or  public or governmental authority which
denies,  enjoins,  limits,  modifies, delays or disputes the right of the holder
hereof  to  effect  the conversion of this Debenture into Common Stock, then the
Holder  shall  have  the  right,  by  written  notice, to require the Company to
promptly  redeem  this  Debenture  for  cash  at a redemption price equal to one
hundred  fifty percent (150%) of the outstanding principal amount hereof and all
accrued  and  unpaid  interest hereon.  Under any of the circumstances set forth
above,  the  Corporation  shall  indemnify  and  hold harmless the holder and be
responsible  for  the payment of all costs and expenses of the holder, including
its  reasonable  legal  fees and expenses, as and when incurred in disputing any
such action or pursuing its rights hereunder (in addition to any other rights of
the holder).  In the event a Holder of this Debenture shall elect to convert any
or  all  of  the outstanding principal amount hereof, the Company may not refuse
conversion  based  on  any  claim  that  the  Holder  or  any  one associated or
affiliated  with the Holder of has been engaged in any violation of law, unless,
an  injunction  from a court, on notice, restraining and or enjoining conversion
of  all  or  part  of this Debenture shall have been sought and obtained and the
Company  posts a surety bond for the benefit of the Holder in the amount of 150%
of  the  principal amount of this Debenture outstanding, which is subject to the
injunction,  which  bond  shall  remain  in  effect  until  the  completion  of
arbitration/litigation of the dispute and the proceeds of which shall be payable
to  such  holder  of  any  shares of Series A Convertible Preferred Stock to the
extent  it  obtains  judgment.  In  the  absence of an injunction precluding the
same,  the  Company  shall  issue  shares  upon  a  properly noticed conversion.

               9.     No  provision  of this Debenture shall alter or impair the
obligation  of  the  Company,  which  is  absolute and unconditional, to pay the
principal  of, and interest on, this Debenture at the time, place, and rate, and
in  the  coin  or  currency  herein  prescribed.  This  Debenture  is  a  direct
obligation  of  the  Company.

               10.     No recourse shall be had for the payment of the principal
of,  or  the  interest  on,  this  Debenture,  or for any claim based hereon, or
otherwise  in  respect  hereof, against any incorporator, shareholder, employee,
officer  or  director,  as  such, past, present or future, of the Company or any
successor corporation, whether by virtue of any constitution, statute or rule of
law,  or  by the enforcement of any assessment or penalty or otherwise, all such
liability  being,  by the acceptance hereof and as part of the consideration for
the  issue  hereof,  expressly  waived  and  released.

               11.     In case of any (1) merger or consolidation of the Company
with or into another Person, or (2) sale by the Company of more than one-half of
the  assets of the Company (on an as valued basis) in one or a series of related
transactions,  the Holder shall have the right to (A) deem such an occurrence an


                                        4
<PAGE>
Event  of Default and exercise its rights of prepayment pursuant to Paragraph 14
herein,  (B)  convert  its  aggregate  principal  amount  of this Debenture then
outstanding  into  the  shares  of stock and other securities, cash and property
receivable  upon  or deemed to be held by holders of Common Stock following such
merger,  consolidation or sale, and the Holder shall be entitled upon such event
or  series  of  related  events  to  receive such amount of securities, cash and
property  as  the  shares  of  Common  Stock into which such aggregate principal
amount  of  this  Debenture  could have been converted immediately prior to such
merger, consolidation or sales would have been entitled, or (C) in the case of a
merger  or  consolidation,  (x)  require the surviving entity to issue shares of
convertible preferred stock or convertible debentures with such aggregate stated
value  or  in  such  face  amount,  as  the  case may be, equal to the aggregate
principal amount of this Debenture then held by the Holder, plus all accrued and
unpaid  interest  and  other amounts owing thereon, which newly issued shares of
preferred stock or debentures shall have terms identical (including with respect
to  conversion) to the terms of this Debenture (except, in the case of preferred
stock,  as  may  be required to reflect the differences between equity and debt)
and  shall be entitled to all of the rights and privileges of the Holder of this
Debenture  set  forth herein and the agreements pursuant to which this Debenture
was  issued  (including,  without  limitation,  as  such  rights  relate  to the
acquisition,  transferability,  registration and listing of such shares of stock
other  securities issuable upon conversion thereof), and (y) simultaneously with
the  issuance  of  such  convertible  preferred stock or convertible debentures,
shall  have  the  right to convert such instrument only into shares of stock and
other  securities,  cash  and  property  receivable upon or deemed to be held by
holders of Common Stock following such merger or consolidation.   In the case of
clause  (C),  the  conversion  price  applicable  for the newly issued shares of
convertible  preferred  stock  or convertible debentures shall be based upon the
amount  of  securities,  cash and property that each share of Common Stock would
receive in such transaction and the Conversion Price in effect immediately prior
to  the  effectiveness  or  closing date for such transaction.  The terms of any
such merger, sale or consolidation shall include such terms so as to continue to
give the Holder the right to receive the securities, cash and property set forth
in  this  Paragraph upon any conversion or redemption following such event. This
Paragraph  shall  similarly  apply  to  successive  such  events.

               12.     The Holder of the Debenture, by acceptance hereof, agrees
that  this  Debenture is being acquired for investment and that such Holder will
not  offer,  sell or otherwise dispose of this Debenture or the Shares of Common
Stock issuable upon conversion thereof except under circumstances which will not
result  in  a  violation  of the Act or any applicable state Blue Sky or foreign
laws  or  similar  laws  relating  to  the  sale  of  securities.

               13.     This  Debenture  shall  be  governed  by and construed in
accordance with the laws of the State of New York.  Each of the parties consents
to  the jurisdiction of the federal courts whose districts encompass any part of
the City of New York or the state courts of the State of New York sitting in the
City of New York in connection with any dispute arising under this Agreement and
hereby  waives, to the maximum extent permitted by law, any objection, including
any  objection  based  on  forum  non  conveniens,  to  the bringing of any such
proceeding  in  such  jurisdictions.

               14.  The  following  shall  constitute  an "Event of Default":

               a.   The Company  shall  default in the payment of  principal  or
                    interest on this  Debenture  and same shall  continue  for a
                    period of four (4) days; or

               b.   Any of the material  representations  or warranties  made by
                    the  Company  herein,   in  the  Purchase   Agreement,   the
                    Registration   Rights   Agreement,   or  in  any  agreement,
                    certificate or financial statements  heretofore or hereafter
                    furnished by the Company in  connection  with the  execution
                    and delivery of this  Debenture  or the  Purchase  Agreement
                    shall be false or misleading in any material  respect at the
                    time made; or


                                        5
<PAGE>
               c.   The  Company  fails to issue  shares of Common  Stock to the
                    Holder or to cause  its  Transfer  Agent to issue  shares of
                    Common  Stock  upon  proper  exercise  by the  Holder of the
                    conversion rights of the Holder in accordance with the terms
                    of  this  Debenture,  fails  to  transfer  or to  cause  its
                    Transfer  Agent to transfer  any  certificate  for shares of
                    Common  Stock issued to the Holder upon  conversion  of this
                    Debenture  as and when  required  by this  Debenture  or the
                    Registration   Rights   Agreement,   and  such  transfer  is
                    otherwise lawful, or fails to remove any restrictive  legend
                    or to cause its Transfer  Agent to transfer any  certificate
                    or any  shares of Common  Stock  issued to the  Holder  upon
                    conversion  of this  Debenture as and when  required by this
                    Debenture, the Purchase Agreement or the Registration Rights
                    Agreement and such legend removal is otherwise  lawful,  and
                    any  such  failure  shall  continue  uncured  for  five  (5)
                    business days; or

               d.   The  Company  shall  fail  to  perform  or  observe,  in any
                    material  respect,  any  other  covenant,  term,  provision,
                    condition,  agreement or obligation of the Company under the
                    Purchase  Agreement,  the  Registration  Rights Agreement or
                    this Debenture and such failure shall continue uncured for a
                    period of thirty  (30) days after  written  notice  from the
                    Holder of such failure; or

               e.   The Company  shall (1) admit in writing its inability to pay
                    its debts  generally as they mature;  (2) make an assignment
                    for the benefit of creditors or commence proceedings for its
                    dissolution;  or (3) apply for or consent to the appointment
                    of a  trustee,  liquidator  or  receiver  for  its  or for a
                    substantial part of its property or business; or

               f.   A trustee, liquidator or receiver shall be appointed for the
                    Company  or  for a  substantial  part  of  its  property  or
                    business  without its  consent  and shall not be  discharged
                    within sixty (60) days after such appointment; or

               g.   Any   governmental   agency  or  any   court  of   competent
                    jurisdiction  at the  instance  of any  governmental  agency
                    shall  assume  custody  or  control  of  the  whole  or  any
                    substantial  portion  of the  properties  or  assets  of the
                    Company and shall not be  dismissed  within  sixty (60) days
                    thereafter; or

               h.   Any  money  judgment,  writ or  warrant  of  attachment,  or
                    similar process in excess of One Hundred Thousand ($100,000)
                    Dollars in the  aggregate  shall be entered or filed against
                    the  Company or any of its  properties  or other  assets and
                    shall remain unpaid,  unvacated,  unbonded or unstayed for a
                    period of sixty  (60) days or in any event  later  than five
                    (5) days prior to the date of any proposed sale  thereunder;
                    or

               i.   Bankruptcy,   reorganization,   insolvency  or   liquidation
                    proceedings  or  other  proceedings  for  relief  under  any
                    bankruptcy law or any law for the relief of debtors shall be
                    instituted  by or against  the Company  and,  if  instituted
                    against the  Company,  shall not be  dismissed  within sixty
                    (60) days after such institution or the Company shall by any
                    action or answer approve of, consent to, or acquiesce in any
                    such  proceedings or admit the material  allegations  of, or
                    default  in   answering   a  petition   filed  in  any  such
                    proceeding; or

               j.   The  Company  shall  have  its  Common  Stock  suspended  or
                    delisted from trading on a Principal Market for in excess of
                    five (5) Trading Days;


                                        6
<PAGE>
Then, or at any time  thereafter,  and in each and every such case,  unless such
Event of Default  shall have been waived in writing by the Holder  (which waiver
shall not be deemed to be a waiver of any  subsequent  default) at the option of
the Holder and in the Holder's  sole  discretion,  the Holder may consider  this
Debenture immediately due and payable,  without presentment,  demand, protest or
notice of any kind, all of which are hereby expressly waived, anything herein or
in any note or other instruments contained to the contrary notwithstanding,  and
the  Holder  may  immediately  enforce  any and all of the  Holder's  rights and
remedies provided herein or any other rights or remedies afforded by law.

                    15.     Nothing  contained  in  this  Debenture  shall  be
construed  as  conferring  upon  the  Holder  the  right  to  vote or to receive
dividends  or  to  consent  or receive notice as a shareholder in respect of any
meeting  of  shareholders  or  any  rights  whatsoever  as  a shareholder of the
Company, unless and to the extent converted in accordance with the terms hereof.

                    16.     In no event shall the Holder be permitted to convert
this  Debenture  for shares of Common Stock upon which, (x) the number of shares
of Common Stock owned by such Holder (other than shares of Common Stock issuable
upon conversion of this Debenture) plus (y) the number of shares of Common Stock
issuable  upon conversion of this Debenture, would be equal to or exceed 9.9% of
the  number  of  shares  of  Common Stock then issued and outstanding, including
shares  issuable  upon  conversion  of  this Debenture held by such Holder after
application of this Paragraph 16.  As used herein, beneficial ownership shall be
determined  in  accordance  with Section 13(d) of the Securities Exchange Act of
1934,  as amended, and the rules and regulations thereunder.  To the extent that
the  limitation  contained  in  this  Paragraph 16 applies, the determination of
whether  this Debenture is convertible (in relation to other securities owned by
the  Holder) and of which a portion of this Debenture is convertible shall be in
the sole discretion of such Holder, and the submission of a Notice of Conversion
shall  be  deemed to be such Holder's determination of whether this Debenture is
convertible  (in relation to other securities owned by such holder) and of which
portion of this Debenture is convertible, in each case subject to such aggregate
percentage  limitation,  and  the  Company shall have no obligation to verify or
confirm  the  accuracy of such determination.  Nothing contained herein shall be
deemed  to  restrict the right of a holder to convert this Debenture into shares
of  Common Stock at such time as such conversion will not violate the provisions
of  this Paragraph 16.  The provisions of this Paragraph 16 may be waived by the
Holder  of  this  Debenture  upon  not  less  than  75 days' prior notice to the
Company,  and  the provisions of this Paragraph 16 shall continue to apply until
such 75th day (or such later date as may be specified in such notice of waiver).
No  conversion of this Debenture in violation of this Paragraph 16 but otherwise
in  accordance  with  this Debenture shall affect the status of the Common Stock
issued upon such conversion as validly issued, fully-paid and nonassessable.  If
instead  of receiving cash on the Maturity Date the Holder instead exercises its
right  to  convert  this  Debenture into Common Stock pursuant to Paragraph 3 by
delivery  of  a  Notice  of  Conversion  prior  to  receipt of payment, and such
conversion  would  cause  the  limit  contained  in  the  first sentence of this
Paragraph 16 to be exceeded, such conversion of this Debenture shall occur up to
such  limit  and  the  remaining  unconverted portion of this Debenture shall be
converted  into  Common  Stock  (1)  in  accordance  with one or more Notices of
Conversion  delivered  by  the  Holder  or  (2) 65 days after the Maturity Date,
whichever  is  earlier.  Notwithstanding  anything  contained  herein  to  the
contrary,  no  interest  shall  accrue  after  the  Maturity  Date  on  any such
unconverted  portion  of  this  Debenture.


                                        7
<PAGE>
               IN WITNESS WHEREOF,  the  Company  has  caused this instrument to
be duly executed  by  an  officer  thereunto  duly  authorized.

Dated:  June 30 __, 2000

                                         WORLDWIDE  WIRELESS  NETWORKS,  INC.


                                         BY: /s/ Jack Tortorice
                                                 --------------
                                                 Jack Tortorice
                                                 Chairman & CEO


Attest:

_______________________


                                        8
<PAGE>
                                    EXHIBIT A

                              NOTICE OF CONVERSION

     (To be Executed by the Registered Holder in order to Convert the Debenture)

          The undersigned hereby irrevocably elects to convert $ _______________
of the  principal  amount  of  the above Debenture No. ___ into Shares of Common
Stock  of  Worldwide  Wireless  Networks,  Inc. (the "Company") according to the
Conditions hereof,  as  of  the  date  written  below.

Date of Conversion * ___________________________________________________________

Conversion  Price * ____________________________________________________

Accrued Interest________________________________________________________________

Signature_______________________________________________________________________
                             [Name]

Address:________________________________________________________________________

        ________________________________________________________________________


*If such conversion represents the remaining principal balance of the Debenture,
the  original  Debenture  must  accompany this notice within three Trading Days.