SUPPLY AGREEMENT
                                     between
         Andrew Corporation and World Wide Wireless Communications, Inc.


     This Supply Agreement ("Agreement"), effective this _(13th)__ day of March,
2000, is entered into by and between Andrew Corporation, a Delaware corporation
with offices located at 10500 West 153rd Street, Orland Park, Illinois 60462
("Andrew"), and World Wide Wireless Communications, Inc., a Nevada corporation
with offices located at 520 3rd Street, Suite 101, Oakland, California 94607
("WWWC").

                                    RECITALS:

     Andrew is a global manufacturer of communication products and systems,
including those utilized for Broadband Fixed Wireless Internet and Data
Transmission. WWWC is an operator-provider of Broadband Fixed Wireless Internet
and Data Transmission services worldwide. WWWC desires that Andrew be its
exclusive systems integrator and technical provider for WWWC's fixed broadband
wireless network systems and operations on a worldwide basis, and Andrew desires
the same, on the terms and subject to the conditions of this Agreement.

     NOW THEREFORE, the parties, intending to be legally bound, agree as
follows:

1.   SCOPE

     (a) During the term of this Agreement, Andrew will be the exclusive
     provider of broadband wireless network systems and related technical
     expertise for WWWC on a global basis. In this regard, Andrew will perform
     the following from time to time: (i) design, analyze and engineer broadband
     wireless network systems ("Broadband Wireless Network Systems")
     applications in various geographic locations in consultation with WWWC;
     (ii) use its commercially reasonable efforts to supply the required
     component products (e.g., main transmit antenna, sectorized antenna,
     transmitters or other base station equipment and related subscriber
     equipment, including transceivers and modems) to WWWC for each location
     based upon specifications approved by WWWC on the terms set forth in this
     Agreement; and (iii) provide estimates and develop specifications in
     consultation with WWWC for network operation centers. For each project
     undertaken by Andrew pursuant to this Agreement, a specific scope of work
     ("Scope of Work") (including, timing, price, deliverables, etc.) will be
     developed and agreed upon by the parties and attached to this Agreement as
     Exhibit A. Upon acceptance and approval of the project design and
     specifications by WWWC for a particular project, Andrew will install the
     Broadband Wireless Network Systems or network operation center, as
     applicable, in accordance with the agreed upon design and specifications
     and the terms and conditions contain in this Agreement and the applicable
     Scope of Work.

     (b) Andrew will not provide installation of any modems, transceivers or
     other products or systems to subscribers or customers of WWWC, although
     Andrew will


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     provide training to WWWC and its installers of such modems, transceivers or
     other products or systems at rates agreed upon by the parties from time to
     time.

     (c) In accordance with each Scope of Work, preliminary system
     specifications will be developed by Andrew based on the engineering
     analysis of data by WWWC and system operation requirements determined by
     WWWC. Andrew will present the preliminary design and specifications of each
     Broadband Wireless Network System to WWWC for its review and approval prior
     to initiating any final design or manufacturing efforts. Upon WWWC's
     approval of preliminary specifications for a specific system, such
     specifications will be considered finalized and will be used as the
     baseline for inspection and final acceptance of the delivered Broadband
     Wireless Network System.

     (d) WWWC agrees to use its commercially reasonable efforts to build
     Broadband Wireless Network Systems and enlist subscribers as soon as
     reasonably practicable. WWWC anticipates building six Broadband Wireless
     Network Systems during the first 12 months of the term of this Agreement.
     WWWC anticipates purchasing from Andrew an aggregate minimum of $2,000,000
     of products and services under this Agreement in each 12 month period
     during the term of this Agreement.

2.   SYSTEMS AND PRODUCTS

     Andrew will make its products, Broadband Wireless Network Systems and other
     services available for purchase by WWWC in accordance with the terms of
     this Agreement. Except as provided in paragraph 1 above, WWWC is not
     obligated to purchase any minimum quantity of products, Broadband Wireless
     Network Systems or services. However, for each Broadband Wireless Network
     System designed or built by WWWC during the term of this Agreement, WWWC
     agrees that it will purchase such Broadband Wireless Network System and
     related products only from Andrew. In the event that a given Scope of Work
     requires a component product that cannot be readily procured by Andrew in a
     commercially reasonable manner (e.g., acceptable timing or quantity), WWWC
     may procure such component part and supply it for such Scope of Work.

3.   PRICES

     (a) Unit prices for standard Andrew products ordered separately by WWWC
     from time to time (and not as components of an Andrew supplied Broadband
     Wireless Network System under this Agreement) will be at prices, as may be
     modified by Andrew from time to time, no less favorable than prices charged
     to other customers of Andrew similar to WWWC who purchase like products in
     like quantities.

     (b) Pricing for Broadband Wireless Network Systems and other services will
     be determined for each individual system based on Andrew's preliminary
     engineering design and specifications as approved by WWWC. Such prices will
     include the engineering design, system specifications, manufacturing,
     installation and system testing and any other items detailed in the
     applicable Scope of Work.


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     (c) Prices for Broadband Wireless Network Systems, products and services
     under this Agreement will not include sales, use, privilege, excise or any
     other tax, duty, tariff or assessment that may arise from the sale of
     products or services as described in this Agreement. In the event Andrew
     becomes liable to pay or bear the burden of any such taxes (excluding
     income tax), the amount will be added to the sale price of the product or
     service being purchased.

4.   ORDERING

     (a) Broadband Wireless Network Systems, products and services to be
     purchased under this Agreement will be identified on purchase orders issued
     by WWWC and accepted in writing by Andrew. Each purchase order will
     reference this Agreement and clearly identify Andrew's specification number
     for the WWWC approved preliminary specifications, price and requested
     delivery date. The Broadband Wireless Network Systems specifications will
     be attached to the purchase order and become a part of the order.

     (b) The terms and conditions contained in this Agreement will be applicable
     to and govern each purchase order issued by WWWC pursuant to this
     Agreement. Any preprinted terms and conditions appearing on WWWC's purchase
     order form which are in addition to, in conflict with, or contrary in any
     way to the terms of this Agreement, will have no force or effect on the
     performance or completion of work as required by the purchase order.

     (c) In the event WWWC cancels any purchase order for any reason after
     Andrew has accepted or commenced performance on such order or for any
     reason determines not to purchase any Broadband Wireless Network System,
     product or service under this Agreement (excluding, however, any such
     cancellation due to Andrew's breach or default under this Agreement), WWWC
     agrees to compensate Andrew for the amount of all recorded project time for
     its engineering analysis and design efforts and the amount of any
     non-recurring engineering costs for the given Broadband Wireless Network
     System, product or service, in addition to any other documented costs or
     expenses and any other remedies Andrew may have at law or in equity. Such
     amount will be paid by WWWC within 10 days after WWWC's receipt of
     documentation from Andrew that substantiates such incurred costs and
     expenses.

5.   DELIVERY

     (a) Delivery dates will be as agreed between WWWC and Andrew and set forth
     on each purchase order.

     (b) Delivery terms will be F.O.B., Origin, Andrew's manufacturing facility.
     Andrew will arrange for, at WWWC's cost and expense, transportation of the
     products and systems to locations specified by WWWC using its regular
     carrier or a WWWC specified carrier on a prepay and bill basis.


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<PAGE>

     (c) Title to products shipped against product only orders (not as part of a
     Broadband Wireless Network System) will pass upon shipment from the F.O.B.
     point and title to the Broadband Wireless Network Systems will pass to WWWC
     upon successful completion of installation and system testing.

6.   INVOICING AND PAYMENT TERMS

     (a) Andrew will invoice product only orders upon shipment. Invoices for
     Broadband Wireless Network Systems will be invoiced in progress payments as
     provided in the applicable Scope of Work or purchase order. Each invoice
     will include the purchase order number, Invoice number, quantity and price
     of products shipped (for product only orders) or the progress payment price
     for Broadband Wireless Network Systems or services, as the case may be, and
     applicable sales or other tax, and total invoice price.

     (b) Payment terms are Net 45 days from date of invoice or as otherwise
     specified in the Scope of Work with respect to Broadband Wireless Network
     Systems or services. All prices and payments will be in United States
     Dollars.

     (c) Past due payments are subject to a service charge of 1.5% per month
     (18% annual) on the unpaid balance or the maximum rate permitted by state
     law, whichever is lower.

     (d) In the event any legal action or other proceeding is brought for the
     enforcement of this Agreement, or as a result of the breach of any of the
     provisions hereof, the prevailing party will be entitled to recover
     reasonable attorneys' fees and other costs incurred in such action or
     proceeding, in addition to any relief to which such party may be entitled.

7.   INSPECTION AND FINAL ACCEPTANCE

     (a) For standard product orders, as promptly as practicable, but in no
     event longer than 45 days following delivery of products, WWWC will inspect
     the products and either accept or reject the products as nonconforming to
     the product specifications or defective in material or workmanship. Unless
     WWWC notifies Andrew in writing of any rejected products within this 45 day
     period, products will be deemed final accepted and, except as provided in
     Andrew's warranty stated elsewhere herein, WWWC waives all claims of
     nonconformity of the products.

     (b) For Broadband Wireless Network Systems or custom products, WWWC will
     have the right to witness installation acceptance testing or other testing
     as set forth in the Scope of Work and will receive test reports provided by
     Andrew. Except as otherwise provided in the applicable Scope of Work,
     within 30 days after successful completion of installation testing or such
     other testing, unless WWWC notifies Andrew of any discrepancies or
     deficiencies in the system determined during the acceptance test, the
     system will be deemed final accepted and, except as provided in Andrew's
     warranty stated elsewhere herein, WWWC waives all claims of nonconformity
     of the system. In the event of acceptance test delays in excess of 90 days
     following installation and such


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     delays are not the fault of Andrew or in the event the system is used by
     WWWC for 30 days, the system will be considered finally accepted.

8.   WARRANTY

     Andrew warrants that it has the right to enter into and perform this
     Agreement and that its products and systems are transferred rightfully and
     with good title; that its products and systems will be free from any lawful
     security interest or other lien or encumbrance upon payment in full; and
     that for a period of twelve (12) months after the date of final acceptance,
     such products and systems will be free from defects in material and
     workmanship which arise under proper and normal use and service and will
     perform in accordance with the agreed upon specifications for the Broadband
     Wireless Network Systems. WWWC's sole and exclusive remedy hereunder is
     limited to Andrew's repair or replacement, at Andrew's election (either at
     its plant or at such other place as may be agreed upon between Andrew and
     WWWC) of such defects at no cost to WWWC. Transportation costs in
     connection with the return of products or systems to Andrew's plant or
     designated facility will be paid by WWWC. The provisions of this warranty
     will be applicable with respect to any product or system that Andrew
     repairs or replaces pursuant to it. ANDREW MAKES NO WARRANTY, EXPRESS OR
     IMPLIED, OTHER THAN AS STATED ABOVE. EXPRESSLY EXCLUDED ARE THE IMPLIED
     WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE. THE FOREGOING WILL
     CONSTITUTE ALL OF ANDREW'S LIABILITY (EXCEPT AS TO PATENT INFRINGEMENT,
     WHICH IS ADDRESS IN A PARAGRAPH BELOW) WITH RESPECT TO THE PRODUCTS AND
     SYSTEMS. IN NO EVENT WILL ANDREW BE LIABLE FOR SPECIAL, CONSEQUENTIAL OR
     INCIDENTAL DAMAGES, INSTALLATION COSTS, LOST REVENUE OR PROFITS, OR ANY
     OTHER COSTS OF ANY NATURE AS A RESULT OF THE USE OF PRODUCTS OR SYSTEMS
     MANUFACTURED BY THE ANDREW, WHETHER USED IN ACCORDANCE WITH INSTRUCTIONS OR
     NOT. IN NO EVENT WILL ANDREW'S MAXIMUM AGGREGATE LIABILITY EXCEED THE
     PAYMENTS RECEIVED BY IT UNDER THIS AGREEMENT. No representative is
     authorized to assume for Andrew any other liability in connection with the
     equipment.

9.   PATENT, COPYRIGHT AND TRADEMARK INFRINGEMENT ASSURANCE

     Andrew will, at its own expense, indemnify, hold harmless, and settle or
     defend any claim, suit or action which may be brought against WWWC for
     infringement of US registered copyrights, trademarks or patents arising out
     of WWWC's use of standard products manufactured by Andrew. This paragraph
     will not apply to infringement arising out of features of construction
     incorporated in any product or system under this Agreement or from the use
     of the product or system for purposes other than as advertised, sold or
     intended by Andrew. The foregoing states the entire warranty by Andrew for
     patent infringement under this Agreement.


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10.  SOFTWARE

     All software (including firmware) created and owned by Andrew and furnished
     to WWWC as part of a Broadband Wireless Network Systems is on a licensed
     basis and Andrew grants to WWWC a non-exclusive license to use such
     software or firmware delivered with the Broadband Wireless Network System.
     Such license may not be assigned, sublicensed or otherwise transferred by
     WWWC without the prior written consent of Andrew. WWWC will not decompile,
     copy, disassemble, decode, or reverse engineer any software delivered to
     WWWC as part of a Broadband Wireless Network System or product. WWWC is
     limited to one archival copy of any software delivered hereunder.

11.  FORCE MAJEURE

     Neither party will be held liable for delays in performing its obligations
     under this Agreement or any purchase order issued hereunder if such delays
     are due to causes beyond its reasonable control, including, without
     limitation, acts of God, acts of the public enemy, acts of any government
     or government entity, fires, floods, strikes, freight embargoes, unusually
     severe weather conditions, inadequate transportation facilities or any
     other cause whatsoever beyond the reasonable control and without the fault
     or negligence of the party being delayed, whether similar to or dissimilar
     from the causes enumerated herein. In the event of any such delay, the
     delayed party will be given a reasonable extension of time within which to
     perform its obligations.

12.  TERM AND TERMINATION

     (a) This Agreement will become effective as of the date first written above
     and will remain in effect for a period of two (2) years therefrom unless
     earlier terminated in accordance with the provisions stated herein;
     provided, however, that this Agreement will thereafter renew for successive
     one (1) year renewal terms, unless either party gives the other party
     written notice for any reason at least sixty (60) days prior to the
     expiration of the then current term or renewal term, as the case may be.

     (b) If either party at any time defaults in fulfilling any of its
     obligations under this Agreement or under any purchase order issued
     pursuant to this Agreement, and fails to commence and continue such
     appropriate actions as are necessary to remedy or cure the default
     situation promptly after receiving written notice to do so, but in any
     event within 90 days, then the non-defaulting party may give written notice
     to the defaulting party terminating this Agreement or any individual
     purchase order issued hereunder, but without prejudice to the remedies of
     either party for the recovery of any monies due or to the rights of either
     party with respect to any breach of any terms of this Agreement or any
     individual purchase order issued hereunder.


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<PAGE>

13.  GOVERNING LAW

     This Agreement will be subject to the laws of the State of Illinois and its
     interpretation, construction and the remedies for its enforcement will be
     governed in accordance with Illinois law.

14.  FINANCIAL INFORMATION

     Until such time as WWWC has filed periodic and annual reports pursuant to
     Section 13 of the Securities Exchange Act of 1934, as amended, and is
     current in its obligations under such act, WWWC will provided to Andrew
     internally prepared balance sheets as at the last day of each fiscal
     quarter and the related statements of income and cash flows for each such
     period. Andrew agrees to keep such financial information confidential in
     accordance with the terms of paragraph 15 below.

15.  CONFIDENTIALITY

     The parties agree that the terms of this agreement and all data or
     information (including, without limitation, financial information) provided
     by one party to the other that the disclosing party identifies as
     proprietary or confidential ("Confidential Information") will be used only
     in connection with the performance of obligations under this Agreement and
     will not be further disclosed or provided to any third party without the
     express written consent of the disclosing party. The term "Confidential
     Information" does not include any information that is (i) already available
     or becomes available (other than through fault of the receiving party)
     after disclosure within the public domain, (ii) already known by the
     receiving party prior to receipt, (iii) disclosed to another unaffiliated
     party by the disclosing party without similar restrictions, (iv)
     independently developed by the receiving party, or (v ) required by court
     order, governmental agency or applicable law to be disclosed. The receiving
     party will treat such Confidential Information with the same degree of care
     and safeguards that it uses to protect its own proprietary or confidential
     information.

16.  NOTICES

     All notices, correspondence or other documentation required under this
     Agreement will be deemed validly delivered when sent by registered,
     certified mail or overnight mail, postage prepaid, to the party's principal
     place of business stated on page 1 herein or to such other address as the
     party may designate in writing to the other.

17.  ASSIGNMENT

     Neither party will assign, delegate or otherwise transfer by operation of
     law or otherwise this Agreement, in whole or in part to a third party,
     without the prior written consent of the other party, which consent will
     not to be unreasonably withheld, except that either party may assign its
     rights and delegate its obligations hereunder to wholly owned
     inter-entities or sub-entities within its own organization.


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18.  DISPUTES AND ARBITRATION

     Any controversy or claim arising out or relating to this Agreement,
     including the construction and application of this Agreement, which cannot
     be amicably resolved between the parties following good faith negotiations,
     will be settled by arbitration in accordance with the then current rules of
     the Center for Public Resources Rules for Non-Administered Arbitration of
     Business Disputes. The arbitration will be held in Chicago, Illinois and
     conducted by a single neutral arbitrator appointed in accordance with such
     rules; however, such arbitrator shall be a retired state or federal court
     (trial) judge with alternative dispute resolution service. The parties
     acknowledge that the decision of the arbitrator will be final and binding,
     and judgement may be entered thereon, with respect to findings of both law
     and fact and will not be appealable to any court in any jurisdiction. The
     cost of any arbitration will be allocated to each party by the arbitrator.

19.  UNITED STATES EXPORT REGULATIONS

     WWWC agrees to strictly adhere to all applicable export regulations as
     published by the United States Department of Commerce from time to time
     that may pertain to the Broadband Wireless Network Systems and products
     purchased from Andrew, specifically the prohibitions against re-export of
     technical data, hardware or software included as integral to the Broadband
     Wireless Network Systems delivered hereunder.

20.  SEVERABILITY

     In the event any clause, provision or paragraph of this Agreement is held
     to be illegal, invalid or otherwise unenforceable by any court of competent
     jurisdiction, such clause, provision or paragraph will be deemed severed
     from the Agreement but will not affect the validity of the remaining
     clauses of the Agreement.

21.  ENTIRE AGREEMENT

     This Agreement and the exhibits contain the entire understanding of the
     parties and supersedes all previous oral and written communications,
     agreements and understandings between the parties with respect to the
     subject matter herein. No change, modification or amendment of this
     agreement will be binding unless made in writing and signed by authorized
     representatives of both parties.

22.  PUBLICITY

     Except as otherwise required by applicable law or the rules of The Nasdaq
     Stock Market, Inc., National Market, neither Andrew nor WWWC shall, or
     shall permit any of their respective affiliates to, issue or cause the
     publication of any press release or other public announcement with respect
     to, or otherwise make any public statement concerning, the transactions
     contemplated by this Agreement without the prior consent of the other
     party,


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     which consent shall not be unreasonably withheld. The parties agree to
     promptly issue a joint press release regarding this Agreement following the
     execution of this Agreement.

23.  MISCELLANEOUS

     All rights and remedies of either party are cumulative (and not
     alternative) of each other and of every other right or remedy such party
     may otherwise have at law or in equity. The parties have participated
     jointly in the drafting of this Agreement. Therefore, no presumptions or
     burden of proof shall arise favoring or disfavoring any party by virtue of
     the authorship of any of the provisions of this Agreement. No amendment,
     supplement, modification or waiver of this Agreement shall be binding
     unless executed in writing by the party to be bound thereby. No waiver of
     any of the provisions of this Agreement shall be deemed or shall constitute
     a waiver of any other provision hereof (whether or not similar), nor shall
     such waiver constitute a continuing waiver unless otherwise expressly
     provided. This Agreement may be executed and delivered with counterpart
     signature pages of the parties and by facsimile transmission.

24.  NON-SOLICITATION

     During the term and any renewal term of this Agreement, and for a period of
     eighteen months thereafter, WWWC will not, or attempt to, at any time in
     any capacity, directly or indirectly, (a) induce or solicit any employee
     (including leased employees) or consultants of Andrew or its affiliates to
     leave his or her employment, (b) hire any such persons or interfere with
     the relationship between Andrew or its affiliates and any such persons, (c)
     solicit or interfere with the relationship between Andrew or its affiliates
     and any then existing customer, supplier, licensee, licensor, franchisee or
     other business relation of Andrew or its affiliates.

                            [SIGNATURE PAGES FOLLOWS]


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     IN WITNESS WHEREOF, the parties have executed this Supply Agreement as of
date first written above.

ANDREW CORPORATION                       WORLD WIDE WIRELESS
                                         COMMUNICATIONS


-------------------------------------    -------------------------------------
Signature                                Signature


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Name                                     Name


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Title                                    Title



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                                    EXHIBIT A

                                  Scope of Work



                                 [See Attached]