REGISTRATION RIGHTS AGREEMENT

          THIS REGISTRATION RIGHTS AGREEMENT, dated as of June 30, 2000, between
the  investor or investors signatory hereto (each an "Investor" and together the
"Investors"),  and  Worldwide Wireless Networks, Inc., a Nevada corporation (the
"Company").

          WHEREAS,  simultaneously  with  the  execution  and  delivery  of this
Agreement,  the  Investors  are  purchasing  from  the  Company,  pursuant  to a
Convertible  Debentures  and  Warrants  Purchase Agreement dated the date hereof
(the  "Purchase  Agreement"),  $1,000,000  principal  amount  of  7% Convertible
Debentures  and  Warrants  to  purchase  shares  of  the  Company's Common Stock
(capitalized  terms  not defined herein shall have the meanings ascribed to them
in  the  Purchase  Agreement);  and

          WHEREAS,  the  Company  desires  to  grant  to  the  Investors  the
registration  rights  set  forth herein with respect to the Conversion Shares of
Common  Stock  issuable  upon  conversion of or as interest upon the Convertible
Debentures  and  shares  of  Common Stock issuable upon exercise of the Warrants
purchased  pursuant  to  the  Purchase Agreement (hereinafter referred to as the
"Stock"  or  "Securities"  of  the  Company).

          NOW,  THEREFORE,  the  parties  hereto  mutually  agree  as  follows:

          Section  1.  Registrable  Securities.  As  used  herein  the  term
                       -----------------------
"Registrable Security" means the Securities until (i) the Registration Statement
has  been  declared  effective  by  the Commission, and all Securities have been
disposed  of  pursuant  to  the Registration Statement, (ii) all Securities have
been  sold  under  circumstances under which all of the applicable conditions of
Rule  144  (or  any  similar  provision  then in force) under the Securities Act
("Rule  144")  are  met, (iii) all Securities have been otherwise transferred to
holders  who  may trade such Securities without restriction under the Securities
Act,  and  the  Company  has  delivered  a  new certificate or other evidence of
ownership for such Securities not bearing a restrictive legend or (iv) such time
as, in the opinion of counsel to the Company, all Securities may be sold without
any  time,  volume or manner limitations pursuant to Rule 144(k) (or any similar
provision  then  in  effect)  under  the  Securities  Act. The term "Registrable
Securities"  means any and/or all of the securities falling within the foregoing
definition  of  a  "Registrable  Security."  In  the  event  of  any  merger,
reorganization,  consolidation,  recapitalization  or  other change in corporate
structure affecting the Common Stock, such adjustment shall be deemed to be made
in  the  definition  of  "Registrable  Security"  as  is appropriate in order to
prevent  any  dilution  or  enlargement  of  the rights granted pursuant to this
Agreement.

          Section  2.  Restrictions on Transfer.  Each Investor acknowledges and
                       ------------------------
understands that prior to the registration of the Securities as provided herein,
the  Securities  are  "restricted securities" as defined in Rule 144 promulgated
under the Act.  Each Investor understands that no disposition or transfer of the
Securities  may  be made by Investor in the absence of (i) an opinion of counsel
to  the  Investor, in form and substance reasonably satisfactory to the Company,
that  such transfer may be made without registration under the Securities Act or
(ii)  such  registration.


                                        1
<PAGE>
               With  a view to making available to the Investors the benefits of
Rule 144 under the Securities Act or any other similar rule or regulation of the
Commission  that  may at any time permit the Investors to sell securities of the
Company  to the public without registration ("Rule 144"), the Company agrees to:

               (a)  comply  with the provisions of paragraph (c)(1) of Rule 144;

               (b)  file  with the Commission in a timely manner all reports and
other  documents required to be filed with the Commission pursuant to Section 13
or 15(d) under the Exchange Act by companies subject to either of such sections,
irrespective  of  whether  the  Company  is  then  subject  to  such  reporting
requirements;  and

               (c)  Upon  request  by  the  Transfer  Agent,  the  Company shall
provide  the  Transfer  Agent  an  opinion  of  counsel,  which opinion shall be
reasonably acceptable to the Transfer Agent, that the Investor has complied with
the  applicable conditions of Rule 144 ( or any similar provision then in force)
under  the  Securities  Act.

          Section  3.  Registration  Rights  With  Respect  to  the  Securities.
                       --------------------------------------------------------

               (a)     The Company agrees that it will prepare and file with the
Securities  and  Exchange Commission ("Commission"), within twenty (20) calendar
days  after  the  Closing  Date  a registration statement (on Form S-3, or other
appropriate  registration  statement  form)  under  the  Securities  Act  (the
"Registration  Statement"),  at  the  sole  expense  of  the  Company (except as
provided in Section 3(c) hereof), in respect of the Investors, so as to permit a
public  offering  and resale of the Securities under the Act by the Investors as
selling  stockholders and not as underwriters.  Further, the Company agrees that
it will provide the Investors a draft of the Registration Statement on the first
date  that  said  draft  is  reasonably  available.

               The  Company  shall  cause  such Registration Statement to become
effective within sixty (60) calendar days from the Closing Date, or, if earlier,
within  five  (5) days of SEC clearance to request acceleration of effectiveness
(if  the  SEC conducts a "full review" of the Registration Statement such period
shall be extended another 30 calendar days).  The number of shares designated in
the Registration Statement to be registered shall include all the Warrant Shares
and  at  least  200% of the shares which would be required to be issued upon the
conversion  of the Convertible Debentures at the Conversion Price on the date of
the  filing  of  the  Registration  Statement  and  such number of shares as the
Company  deems  prudent  for  the  purpose  of issuing shares of Common Stock as
interest  on  the Convertible Debentures, and shall include appropriate language
regarding reliance upon Rule 416 to the extent permitted by the Commission.  The
Company  will  notify  the  Investors  of  the effectiveness of the Registration
Statement within one Trading Day of such event.  In the event that the number of
shares  so  registered  shall prove to be insufficient to register the resale of
all  of  the  Securities,  then  the  Company shall be obligated to file, within
fifteen (15) days after the day on which the number of Securities registered for
public  offering  and resale by the Investors is less than 125% of the number of


                                        2
<PAGE>
Securities  (calculated  at  the  Conversion  Price  on  such  date) held by the
Investors  on  such  date,  a  further  Registration  Statement registering such
remaining  shares  and  shall  use  diligent  best  efforts  to  prosecute  such
additional Registration Statement to effectiveness within sixty (60) days of the
date of such notice.  Additionally, in the event the number of shares registered
initially  shall  prove  to be insufficient to register the resale of all of the
Securities until such further registration, then the shares registered initially
shall  apply pro-rata among all of the Investors.  However, if Investors fail to
provide to the Company any information reasonably required for said Registration
Statement  within  five  (5)  Trading Days of the request, the time requirements
hereunder shall be extended by such number of days beyond such date during which
the Investors have failed to deliver such information and any liquidated damages
due  hereunder  shall  be  reduced  by  such  number  of  days.

               (b)     The  Company  will maintain the Registration Statement or
post-effective  amendment  filed  under  this  Section  3  effective  under  the
Securities  Act  until  the  earlier of (i) the date that none of the Securities
covered by such Registration Statement are or may become issued and outstanding,
(ii)  the  date  that  all  of  the  Securities  have been sold pursuant to such
Registration  Statement,  (iii)  the  date  the  Investors receive an opinion of
counsel  to  the  Company,  which  counsel shall be reasonably acceptable to the
Investors,  that  the  Securities  may  be sold under the provisions of Rule 144
without  limitation  as  to  volume,  (iv)  all  Securities  have been otherwise
transferred  to  persons who may trade such shares without restriction under the
Securities  Act,  and  the  Company  has  delivered  a  new certificate or other
evidence  of ownership for such securities not bearing a restrictive legend, (v)
all  Securities  may  be  sold  without  any  time, volume or manner limitations
pursuant  to  Rule  144(k)  or  any  similar  provision then in effect under the
Securities  Act in the opinion of counsel to the Company, which counsel shall be
reasonably  acceptable  to  the  Investor  (the "Effectiveness Period"), or (vi)
three  (3)  years  from  the  Effective  Date.

               (c)     All  fees,  disbursements  and out-of-pocket expenses and
costs  incurred  by the Company in connection with the preparation and filing of
the  Registration  Statement  under  subparagraph  3(a)  and  in  complying with
applicable  securities  and  Blue  Sky  laws (including, without limitation, all
attorneys'  fees  of  the Company) shall be borne by the Company.  The Investors
shall  bear  the  cost  of  underwriting  and/or  brokerage  discounts, fees and
commissions,  if any, applicable to the Securities being registered and the fees
and  expenses  of  their  counsel.  The Investors and their counsel shall have a
reasonable  period,  not to exceed five (5) Trading Days, to review the proposed
Registration  Statement  or  any  amendment  thereto,  prior  to filing with the
Commission,  and  the  Company  shall  provide  each Investor with copies of any
comment letters received from the Commission with respect thereto within two (2)
Trading  Days  of  receipt  thereof.  The  Company shall use its best efforts to
qualify any of the securities for sale in such states as any Investor reasonably
designates and shall furnish indemnification in the manner provided in Section 6
hereof.  However,  the  Company  shall  not  be required to qualify in any state
which will require an escrow or other restriction relating to the Company and/or
the sellers, or which will require the Company to qualify to do business in such
state  or  require the Company to file therein any general consent to service of
process.  The  Company  at  its expense will supply the Investors with copies of
the  applicable  Registration  Statement and the prospectus included therein and
other related documents in such quantities as may be reasonably requested by the
Investors.


                                        3
<PAGE>
               (d)     The  Company  shall  not be required by this Section 3 to
include an Investor's Registrable Securities in any Registration Statement which
is  to  be  filed  if,  in  the opinion of counsel for both the Investor and the
Company  (or,  should  they  not  agree,  in  the  opinion  of  another  counsel
experienced in securities law matters acceptable to counsel for the Investor and
the  Company)  the  proposed  offering  or  other  transfer  as  to  which  such
registration is requested is exempt from applicable federal and state securities
laws  and  would  result  in  all purchasers or transferees obtaining securities
which  are  not  "restricted  securities",  as  defined  in  Rule  144 under the
Securities  Act.

               (e)     In  the  event  that (i) the Registration Statement to be
filed  by  the  Company  pursuant  to  Section  3(a) above is not filed with the
Commission  within  twenty  (20)  business days from the Closing Date, (ii) such
Registration  Statement is not declared effective by the Commission within sixty
(60)  calendar days from the Closing Date (or 90 calendar days in the event of a
"full  review")  or  five  (5)  days  of  clearance by the Commission to request
effectiveness,  (iii) such Registration Statement is not maintained as effective
by  the  Company  for  the  period  set  forth in Section 3(b) above or (iv) the
additional  Registration  Statement  referred  to  in  Section 3(a) is not filed
within  fifteen  (15)  days  or declared effective within sixty (60) days as set
forth therein (each a "Registration Default") then the Company will pay Investor
(pro  rated  on  a  monthly basis) in cash or, at the option of the Investor, in
shares of Common Stock at the Conversion Price (as defined in the Certificate of
Designations)  on  the  Trading  Day prior to the date of payment, as liquidated
damages  for such failure and not as a penalty two percent (2%) of the aggregate
market value of shares of Common Stock purchased from the Company (including the
Conversion  Shares  which  would  be issuable upon conversion of the Convertible
Debentures  on  any  date  of  determination, and whether or not the Convertible
Preferred  Shares  are then Convertible pursuant to their terms) and held by the
Investor  for  each  month thereafter until such Registration Statement has been
filed,  and in the event of late effectiveness (in case of clause (ii) above) or
lapsed  effectiveness  (in  the case of clause (iii) above), two percent (2%) of
the  aggregate market value of shares of Common Stock purchased from the Company
and  held  by  the  Investor  (including  the  Conversion  Shares which would be
issuable  upon  conversion  of  the  Convertible  Debentures  on  any  date  of
determination,  and  whether  or  not  the  Convertible  Debentures  are  then
convertible  pursuant  to  their terms) for each month thereafter (regardless of
whether one or more such Registration Defaults are then in existence) until such
Registration  Statement  has  been declared effective. Further, in the event the
Company  fails  to  file  the Registration Statement within twenty business days
from  the Closing, each investor, in its sole discretion, may elect to deem such
failure  as  an  Event  of  Default as pursuant to the Convertible Debenture and
consider  such  Convertible Debenture immediately due and payable.  Such payment
of  the  liquidated  damages shall be made to the Investors in cash, within five
(5)  calendar  days  of  demand,  provided,  however,  that  the payment of such
liquidated  damages  shall  not  relieve  the  Company  from  its obligations to
register the Securities pursuant to this Section. The market value of the Common
Stock  for  this  purpose  shall  be  the  closing  price  (or last trade, if so
reported) on the Principal Market for each day during such Registration Default.
Notwithstanding anything to the contrary contained herein, a failure to maintain
the  effectiveness  of  an  filed  Registration  Statement  or the ability of an
Investor  to use an otherwise effective Registration Statement to effect resales
of  Securities  during  the  period after forty-five (45) days and within ninety
(90)  days  from  the end of the Company's fiscal year resulting solely from the
need  to  update the Company's financial statements contained or incorporated by
reference  in  such  Registration  Statement shall not constitute a Registration
Default  and  shall  not  trigger  the  accrual of liquidated damages hereunder.


                                        4
<PAGE>
               If the Company does not remit the payment to the Investors as set
forth  above, the Company will pay the Investors reasonable costs of collection,
including  attorneys'  fees,  in  addition  to  the  liquidated  damages.  The
registration  of  the  Securities pursuant to this provision shall not affect or
limit  the  Investors'  other rights or remedies as set forth in this Agreement.

               (f)     No  provision contained herein shall preclude the Company
from  selling  securities  pursuant to any Registration Statement in which it is
required  to  include  Securities  pursuant  to  this  Section  3.

               (g)     If  at  any time or from time to time after the effective
date  of  any  Registration  Statement,  the  Company  notifies the Investors in
writing  of  the  existence of a Potential Material Event (as defined in Section
3(h)  below),  the Investors shall not offer or sell any Securities or engage in
any  other transaction involving or relating to Securities, from the time of the
giving  of notice with respect to a Potential Material Event until the Investors
receive  written  notice  from  the  Company  that such Potential Material Event
either  has  been  disclosed  to the public or no longer constitutes a Potential
Material Event; provided, however, that the Company may not so suspend the right
to  such  holders  of Securities for more than twenty (20) days in the aggregate
during  any twelve month period, during the period the Registration Statement is
required  to be in effect, and if such period is exceeded, such event shall be a
Registration  Default  and subject to liquidated damages as set forth in Section
3(e)  hereof.  If  a  Potential  Material  Event shall occur prior to the date a
Registration Statement is required to be filed, then the Company's obligation to
file  such  Registration Statement shall be delayed without penalty for not more
than  twenty  (20)  days,  and  such  delay  or  delays  shall  not constitute a
Registration  Default.  Such  twenty (20) day period shall not be in addition to
                                                           ---
the  twenty (20) day period allowed during the period the Registration Statement
is  required  to  be in effect.  The Company must, if lawful, give the Investors
notice  in  writing  at least two (2) Trading Days prior to the first day of the
blackout  period.

               (h)     "Potential  Material  Event"  means any of the following:
(a)  the  possession  by  the  Company  of  material  information  not  ripe for
disclosure in a registration statement, as determined in good faith by the Chief
Executive  Officer  or  the Board of Directors of the Company that disclosure of
such  information  in  a  Registration  Statement  would  be  detrimental to the
business  and affairs of the Company; or (b) any material engagement or activity
by  the  Company  which  would,  in  the  good  faith determination of the Chief
Executive  Officer  or  the  Board  of  Directors  of  the Company, be adversely
affected  by  disclosure  in  a  registration  statement  at  such  time,  which
determination  shall  be  accompanied by a good faith determination by the Chief
Executive  Officer  or the Board of Directors of the Company that the applicable
Registration  Statement  would  be materially misleading absent the inclusion of
such  information.


                                        5
<PAGE>
          Section  4.  Cooperation  with  Company.  The Investors will cooperate
                       --------------------------
with  the  Company  in all respects in connection with this Agreement, including
timely  supplying  all  information  reasonably  requested by the Company (which
shall  include  all  information  regarding the Investors and proposed manner of
sale  of the Registrable Securities required to be disclosed in any Registration
Statement)  and  executing  and  returning all documents reasonably requested in
connection  with  the  registration  and  sale of the Registrable Securities and
entering into and performing their obligations under any underwriting agreement,
if  the  offering is an underwritten offering, in usual and customary form, with
the managing underwriter or underwriters of such underwritten offering.  Nothing
in  this  Agreement  shall  obligate  any  Investor to consent to be named as an
underwriter  in  any  Registration  Statement.  The obligation of the Company to
register  the  Registrable  Securities shall be absolute and unconditional as to
those  Securities  which  the  Commission  will  permit to be registered without
naming  the  Investors  as  underwriters.  Any  delay  or  delays  caused by the
Investors  by  failure to cooperate as required hereunder shall not constitute a
Registration  Default.

          Section  5.  Registration  Procedures.     If and whenever the Company
                       ------------------------
is  required  by  any  of  the  provisions  of  this  Agreement  to  effect  the
registration  of  any  of  the Registrable Securities under the Act, the Company
shall  (except  as  otherwise  provided  in this Agreement), as expeditiously as
possible,  subject  to  the  Investors' assistance and cooperation as reasonably
required  with  respect  to  each  Registration  Statement:

               (a)(i)     prepare  and  file with the Commission such amendments
and  supplements  to  the  Registration  Statement  and  the  prospectus used in
connection  therewith  as  may  be necessary to keep such Registration Statement
effective  and to comply with the provisions of the Act with respect to the sale
or  other disposition of all Registrable Securities covered by such registration
statement  whenever  the  Investors shall desire to sell or otherwise dispose of
the  same  (including  prospectus  supplements  with  respect  to  the  sales of
Registrable  Securities  from  time  to  time  in connection with a registration
statement  pursuant  to  Rule  415  promulgated under the Act) and (ii) take all
lawful action such that each of (A) the Registration Statement and any amendment
thereto  does  not,  when it becomes effective, contain an untrue statement of a
material  fact or omit to state a material fact required to be stated therein or
necessary  to  make  the statements therein, in light of the circumstances under
which  they were made, not misleading and (B) the prospectus forming part of the
Registration Statement, and any amendment or supplement thereto, does not at any
time  during  the  Registration Period include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to  make  the statements therein, in light of the circumstances under which they
were  made,  not  misleading;

               (b)(i)     prior  to  the  filing  with  the  Commission  of  any
Registration  Statement  (including any amendments thereto) and the distribution
or delivery of any prospectus (including any supplements thereto), provide draft
copies  thereof to the Investors as required by Section 3(c) and reflect in such
documents  all such comments as the Investors (and their counsel) reasonably may
propose  respecting  the  Selling Shareholders and Plan of Distribution sections
(or  equivalents)  and (ii) furnish to each Investor such numbers of copies of a
prospectus  including a preliminary prospectus or any amendment or supplement to
any  prospectus,  as applicable, in conformity with the requirements of the Act,
and  such  other  documents, as such Investor may reasonably request in order to
facilitate  the  public  sale or other disposition of the Registrable Securities
owned  by  such  Investor;


                                        6
<PAGE>
               (c)     register  and  qualify the Registrable Securities covered
by  the  Registration  Statement under such other securities or blue sky laws of
such  jurisdictions  as  the  Investors shall reasonably request (subject to the
limitations  set forth in Section 3(d) above), and do any and all other acts and
things which may be necessary or advisable to enable each Investor to consummate
the  public  sale  or  other disposition in such jurisdiction of the Registrable
Securities  owned  by  such  Investor;

               (d)     list such Registrable Securities on the Principal Market,
if  the listing of such Registrable Securities is then permitted under the rules
of  such  Principal  Market;

               (e)     notify  each  Investor  at  any  time  when  a prospectus
relating  thereto  covered  by  the  Registration  Statement  is  required to be
delivered under the Act, of the happening of any event of which it has knowledge
as  a  result of which the prospectus included in the Registration Statement, as
then  in  effect,  includes  an  untrue statement of a material fact or omits to
state  a  material  fact  required to be stated therein or necessary to make the
statements  therein  not  misleading  in  the  light  of  the circumstances then
existing,  subject  to  Section  3(g),  and the Company shall prepare and file a
curative  amendment  under  Section 5(a) as quickly as commercially possible and
during  such  period,  the  Investors  shall  not  make any sales of Registrable
Securities  pursuant  to  the  Registration  Statement;

               (f)     as  promptly  as practicable after becoming aware of such
event,  notify each Investor who holds Registrable Securities being sold (or, in
the  event  of  an  underwritten  offering,  the  managing  underwriters) of the
issuance  by  the  Commission  of  any  stop  order  or  other suspension of the
effectiveness  of  the  Registration Statement at the earliest possible time and
take  all  lawful  action to effect the withdrawal, recession or removal of such
stop  order  or  other  suspension;

               (g)     cooperate  with  the  Investors  to facilitate the timely
preparation  and  delivery  of certificates for the Registrable Securities to be
offered  pursuant to the Registration Statement and enable such certificates for
the  Registrable  Securities to be in such denominations or amounts, as the case
may  be, as the Investors reasonably may request and registered in such names as
the  Investors  may  request;  and,  within  three  (3)  Trading  Days  after  a
Registration  Statement  which  includes  Registrable  Securities  is  declared
effective  by  the  Commission,  deliver and cause legal counsel selected by the
Company  to  deliver  to the transfer agent for the Registrable Securities (with
copies  to  the  Investors)  an  appropriate  instruction  and,  to  the  extent
necessary,  an  opinion  of  such  counsel;

               (h)     take  all  such other lawful actions reasonably necessary
to expedite and facilitate the disposition by the Investors of their Registrable
Securities  in  accordance  with  the  intended methods therefor provided in the
prospectus  which  are customary for issuers to perform under the circumstances;


                                        7
<PAGE>
               (i)     in  the  event  of  an  underwritten  offering,  promptly
include or incorporate in a prospectus supplement or post-effective amendment to
the  Registration  Statement  such  information as the managers reasonably agree
should  be  included therein and to which the Company does not reasonably object
and  make  all  required filings of such prospectus supplement or post-effective
amendment  as  soon  as  practicable  after  it is notified of the matters to be
included  or  incorporated  in  such  Prospectus  supplement  or  post-effective
amendment;  and

               (j)     maintain  a  transfer  agent and registrar for its Common
Stock.

          Section  6.  Indemnification.
                       ---------------

               (a)     To  the  maximum  extent  permitted  by  law, the Company
agrees to indemnify and hold harmless the Investors and each person, if any, who
controls  an  Investor  within  the  meaning  of  the  Securities  Act  (each  a
"Distributing  Investor")  against  any  losses, claims, damages or liabilities,
joint  or several (which shall, for all purposes of this Agreement, include, but
not  be  limited  to,  all reasonable costs of defense and investigation and all
reasonable attorneys' fees and expenses), to which the Distributing Investor may
become  subject,  under the Securities Act or otherwise, insofar as such losses,
claims,  damages  or liabilities (or actions in respect thereof) arise out of or
are  based upon any untrue statement or alleged untrue statement of any material
fact contained in any Registration Statement, or any related final prospectus or
amendment  or supplement thereto, or arise out of or are based upon the omission
or  alleged  omission  to  state  therein  a material fact required to be stated
therein  or  necessary  to make the statements therein not misleading; provided,
however, that the Company will not be liable in any such case to the extent, and
only to the extent, that any such loss, claim, damage or liability arises out of
or  is based upon an untrue statement or alleged untrue statement or omission or
alleged  omission  made in such Registration  Statement, preliminary prospectus,
final  prospectus  or  amendment  or supplement thereto in reliance upon, and in
conformity  with,  written  information  furnished  to  the  Company  by  the
Distributing  Investor, its counsel, affiliates or any underwriter, specifically
for use in the preparation thereof or (ii) by such Investor's failure to deliver
to  the purchaser a copy of the most recent prospectus (including any amendments
or  supplements  thereto.  This  indemnity  agreement will be in addition to any
liability,  which  the  Company  may  otherwise  have.

               (b)     To the maximum extent permitted by law, each Distributing
Investor  agrees  that it will indemnify and hold harmless the Company, and each
officer  and director of the Company or person, if any, who controls the Company
within the meaning of the Securities Act, against any losses, claims, damages or
liabilities  (which  shall, for all purposes of this Agreement, include, but not
be  limited  to,  all  reasonable  costs  of  defense  and investigation and all
reasonable  attorneys'  fees  and  expenses)  to  which  the Company or any such
officer,  director or controlling person may become subject under the Securities
Act  or  otherwise,  insofar  as such losses, claims, damages or liabilities (or
actions  in respect thereof) arise out of or are based upon any untrue statement
or  alleged  untrue statement of any material fact contained in any Registration
Statement,  or  any related final prospectus or amendment or supplement thereto,
or  arise out of or are based upon the omission or the alleged omission to state


                                        8
<PAGE>
therein  a  material fact required to be stated therein or necessary to make the
statements therein not misleading, but in each case only to the extent that such
untrue statement or alleged untrue statement or omission or alleged omission was
made in such Registration Statement, final prospectus or amendment or supplement
thereto  in reliance upon, and in conformity with, written information furnished
to  the  Company  by  such Distributing Investor, its counsel, affiliates or any
underwriter,  specifically  for  use  in the preparation thereof. This indemnity
agreement  will be in addition to any liability, which the Distributing Investor
may  otherwise  have.  Notwithstanding  anything  to  the  contrary  herein, the
Distributing  Investor  shall  be  liable  under this Section 6(b) for only that
amount  as  does  not exceed the net proceeds to such Distributing Investor as a
result  of  the  sale  of  Registrable  Securities  pursuant to the Registration
Statement.

               (c)     Promptly after receipt by an indemnified party under this
Section  6  of notice of the commencement of any action against such indemnified
party,  such indemnified party will, if a claim in respect thereof is to be made
against  the  indemnifying  party  under this Section 6, notify the indemnifying
party  in writing of the commencement thereof; but the omission so to notify the
indemnifying  party  will  not relieve the indemnifying party from any liability
which  it may have to any indemnified party except to the extent  the failure of
the  indemnified  party to provide such written notification actually prejudices
the  ability  of the indemnifying party to defend such action.  In case any such
action  is  brought  against  any  indemnified  party,  and  it  notifies  the
indemnifying  party  of the commencement thereof, the indemnifying party will be
entitled  to  participate  in, and, to the extent that it may wish, jointly with
any  other  indemnifying  party  similarly notified, assume the defense thereof,
subject  to  the provisions herein stated and after notice from the indemnifying
party  to  such  indemnified  party  of  its  election  so to assume the defense
thereof,  the  indemnifying  party  will not be liable to such indemnified party
under  this  Section  6 for any legal or other expenses subsequently incurred by
such  indemnified  party  in  connection  with  the  defense  thereof other than
reasonable  costs  of  investigation,  unless  the  indemnifying party shall not
pursue  the  action to its final conclusion.  The indemnified parties as a group
shall  have  the  right to employ one separate counsel in any such action and to
participate  in  the  defense thereof, but the fees and expenses of such counsel
shall  not be at the expense of the indemnifying party if the indemnifying party
has  assumed  the  defense of the action with counsel reasonably satisfactory to
the  indemnified  party  unless  (i)  the  employment  of  such counsel has been
specifically  authorized in writing by the indemnifying party, or (ii) the named
parties  to  any  such action (including any impleaded parties) include both the
indemnified  party  and  the  indemnifying party and the indemnified party shall
have  been  advised  by its counsel that there may be one or more legal defenses
available to the indemnifying party different from or in conflict with any legal
defenses  which  may  be  available  to  the  indemnified  party  or  any  other
indemnified party (in which case the indemnifying party shall not have the right
to  assume  the  defense  of such action on behalf of such indemnified party, it
being understood, however, that the indemnifying party shall, in connection with
any  one such action or separate but substantially similar or related actions in
the  same  jurisdiction  arising  out  of  the  same  general  allegations  or
circumstances,  be  liable  only  for  the  reasonable  fees and expenses of one
separate  firm  of  attorneys  for  the  indemnified  party, which firm shall be
designated  in  writing  by the indemnified party).  No settlement of any action
against  an indemnified party shall be made without the prior written consent of
the  indemnified party, which consent shall not be unreasonably withheld so long
as  such  settlement  includes  a full release of claims against the indemnified
party.


                                        9
<PAGE>
          All  fees  and expenses of the indemnified party (including reasonable
costs  of  defense  and  investigation  in  a  manner not inconsistent with this
Section  and  all  reasonable attorneys' fees and expenses) shall be paid to the
indemnified  party,  as incurred, within ten (10) Trading Days of written notice
thereof  to  the  indemnifying  party  (regardless  of  whether it is ultimately
determined  that  an  indemnified  party  is  not  entitled  to  indemnification
hereunder;  provided,  that  the indemnifying party may require such indemnified
party  to  undertake to reimburse all such fees and expenses to the extent it is
finally  judicially  determined  that  such indemnified party is not entitled to
indemnification  hereunder).

          Section  7.  Contribution.  In order to provide for just and equitable
                       ------------
contribution  under  the Securities Act in any case in which (i) the indemnified
party  makes  a  claim  for  indemnification pursuant to Section 6 hereof but is
judicially  determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of Section 6 hereof provide
for  indemnification in such case, or (ii) contribution under the Securities Act
may  be  required on the part of any indemnified party, then the Company and the
applicable  Distributing  Investor  shall  contribute  to  the aggregate losses,
claims,  damages  or  liabilities to which they may be subject (which shall, for
all  purposes  of this Agreement, include, but not be limited to, all reasonable
costs  of  defense  and  investigation  and  all  reasonable attorneys' fees and
expenses),  in either such case (after contribution from others) on the basis of
relative  fault  as  well  as  any other relevant equitable considerations.  The
relative  fault shall be determined by reference to, among other things, whether
the  untrue  or  alleged  untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company  on  the  one  hand or the applicable Distributing Investor on the other
hand,  and  the  parties'  relative intent, knowledge, access to information and
opportunity  to correct or prevent such statement or omission.   The Company and
the  Distributing  Investor  agree  that  it  would not be just and equitable if
contribution  pursuant  to this Section 7 were determined by pro rata allocation
or  by  any  other  method  of  allocation  which  does  not take account of the
equitable  considerations  referred  to  in  this Section 7.  The amount paid or
payable  by  an  indemnified party as a result of the losses, claims, damages or
liabilities  (or actions in respect thereof) referred to above in this Section 7
shall  be  deemed  to include any legal or other expenses reasonably incurred by
such  indemnified  party  in connection with investigating or defending any such
action  or  claim.  No person guilty of fraudulent misrepresentation (within the
meaning  of  Section  11(f)  of  the  Securities  Act)  shall  be  entitled  to
contribution  from  any  person  who  was  not  guilty  of  such  fraudulent
misrepresentation.

Notwithstanding any other provision of this Section 7, in no event shall any (i)
Investor  be  required to undertake liability to any person under this Section 7
for  any amounts in excess of the dollar amount of the proceeds received by such
Investor  from  the  sale  of  such  Investor's  Registrable  Securities  (after
deducting  any  fees,  discounts and commissions applicable thereto) pursuant to
any  Registration  Statement  under  which  such  Registrable  Securities  are
registered  under  the  Securities  Act  and  (ii)  underwriter  be  required to
undertake  liability  to  any  person hereunder for any amounts in excess of the
aggregate discount, commission or other compensation payable to such underwriter
with  respect  to  the Registrable Securities underwritten by it and distributed
pursuant  to  such  Registration  Statement.


                                       10
<PAGE>
          Section  8.     Notices.  All  notices,  demands,  requests, consents,
                          -------
approvals,  and other communications required or permitted hereunder shall be in
writing  and,  unless  otherwise  specified herein, shall be (i) hand delivered,
(ii)  deposited  in the mail, registered or certified, return receipt requested,
postage  prepaid,  (iii) delivered by reputable air courier service with charges
prepaid,  or  (iv)  transmitted  by  facsimile,  addressed  as  set forth in the
Purchase  Agreement  or to such other address as such party shall have specified
most  recently by written notice.  Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or  delivery  by  facsimile,  with  accurate  confirmation  generated  by  the
transmitting  facsimile  machine,  at the address or number designated below (if
delivered 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 first business day following the date of sending
by  reputable  courier service, fully prepaid, addressed to such address, or (c)
upon  actual  receipt  of such mailing, if mailed.  Either party hereto may from
time  to  time  change  its  address  or facsimile number for notices under this
Section 8 by giving at least ten (10) days' prior written notice of such changed
address  or  facsimile  number  to  the  other  party  hereto.

          Section  9.  Assignment.  This Agreement is binding upon and inures to
                       ----------
the  benefit  of  the  parties hereto and their respective heirs, successors and
permitted  assigns. The rights granted the Investors under this Agreement may be
assigned to any purchaser of substantially all of the Registrable Securities (or
the  rights  thereto)  from  an Investor, as otherwise permitted by the Purchase
Agreement.

          Section  10.  Additional Covenants of the Company.  The Company agrees
                        -----------------------------------
that at any time that the Registration Statement, is on Form S-3, for so long as
it  shall  be  required  to  maintain  the  effectiveness  of  such registration
statement  it  shall file all reports and information required to be filed by it
with  the  Commission in a timely manner and take all such other action so as to
maintain  such  eligibility  for  the  use  of  such  form.

          Section  11.  Counterparts/Facsimile.  This  Agreement may be executed
                        ----------------------
in two or more counterparts, each of which shall constitute an original, but all
of  which,  when  together shall constitute but one and the same instrument, and
shall  become  effective  when one or more counterparts have been signed by each
party  hereto  and  delivered  to the other parties.  In lieu of the original, a
facsimile  transmission  or  copy  of  the  original  shall  be as effective and
enforceable  as  the  original.

          Section  12.  Remedies.  The  remedies  provided in this Agreement are
                        --------
cumulative  and  not  exclusive  of  any remedies provided by law.  If any term,
provision,  covenant  or  restriction  of  this  Agreement is held by a court of
competent  jurisdiction  to  be  invalid,  illegal,  void  or unenforceable, the
remainder  of the terms, provisions, covenants and restrictions set forth herein
shall  remain in full force and effect and shall in no way be affected, impaired
or  invalidated, and the parties hereto shall use their best efforts to find and
employ an alternative means to achieve the same or substantially the same result
as  that  contemplated  by  such  term,  provision,  covenant  or  restriction.


                                       11
<PAGE>
          Section 13.  Conflicting Agreements.  The Company shall not enter into
                       ----------------------
any  agreement  with  respect  to  its  securities that is inconsistent with the
rights  granted  to  the  holders of Registrable Securities in this Agreement or
otherwise  prevents  the  Company  from  complying  with  all of its obligations
hereunder.

          Section  14.  Headings.  The  headings  in  this  Agreement  are  for
                        --------
reference  purposes  only  and  shall  not  affect  in  any  way  the meaning or
interpretation  of  this  Agreement.

          Section  15.  Governing  Law,  Arbitration.  This  Agreement  shall be
                        ----------------------------
governed  by  and construed in accordance with the laws of the State of New York
applicable  to  contracts made in New York by persons domiciled in New York City
and  without  regard  to its principles of conflicts of laws.  Any dispute under
this  Agreement shall be submitted to arbitration under the American Arbitration
Association  (the  "AAA")  in  New York City, New York, and shall be finally and
conclusively  determined by the decision of a board of arbitration consisting of
three  (3)  members  (hereinafter  referred  to  as  the "Board of Arbitration")
selected  as according to the rules governing the AAA.  The Board of Arbitration
shall  meet  on  consecutive business days in New York City, New York, and shall
reach  and  render  a  decision  in  writing  (concurred in by a majority of the
members  of  the Board of Arbitration) with respect to the amount, if any, which
the  losing  party  is  required to pay to the other party in respect of a claim
filed.  In  connection  with  rendering  its decisions, the Board of Arbitration
shall  adopt  and  follow  the  laws  of  the  State of New York.  To the extent
practical,  decisions of the Board of Arbitration shall be rendered no more than
thirty  (30)  calendar  days  following commencement of proceedings with respect
thereto.  The  Board  of  Arbitration  shall  cause  its  written decision to be
delivered  to  all  parties  involved  in the dispute.  Any decision made by the
Board  of  Arbitration  (either  prior to or after the expiration of such thirty
(30)  calendar day period) shall be final, binding and conclusive on the parties
to  the  dispute, and entitled to be enforced to the fullest extent permitted by
law and entered in any court of competent jurisdiction. The Board of Arbitration
shall  be  authorized and is hereby directed to enter a default judgment against
any  party  failing  to  participate in any proceeding hereunder within the time
periods  set forth in the AAA rules. The non-prevailing party to any arbitration
(as  determined  by  the  Board  of  Arbitration)  shall pay the expenses of the
prevailing  party, including reasonable attorneys' fees, in connection with such
arbitration.  Any  party  shall  be  entitled to obtain injunctive relief from a
court  in  any case where such relief is available, and the non-prevailing party
in  any  such  injunctive  proceeding  shall  pay the expenses of the prevailing
party,  including reasonable attorneys' fees, in connection with such injunctive
proceeding.


                                       12
<PAGE>
          IN  WITNESS  WHEREOF, the parties hereto have caused this Registration
Rights  Agreement  to  be  duly  executed,  on  this  __  day  of  June,  2000.

                                         WORLDWIDE  WIRELESS  NETWORKS,  INC.


                                         By:
                                            ------------------------------------
                                                Jack Tortorice, Chairman & CEO



                                         INVESTORS:

                                         AMRO  INTERNATIONAL,  S.A.


                                         By:____________________________________
                                                H.U.  Bachofen,  Director


                                         TRINITY  CAPITAL  ADVISORS,  INC.


                                         By:  __________________________________
                                                Gene Jung, Managing Director





[TYPE]EX-10.12 EMPLOYMENT AGREEMENT WITH CHARLES BREAM DATE
               JANUARY 1, 2000

  OFFICER/DIRECTOR EMPLOYMENT CONTRACT

This contract for employment of an officer and/or director (the
"agreement") is entered into between Pacific Link Internet, Inc., a
California corporation d.b.a. "Global Pacific Internet"  as a
subsidiary of Worldwide Wireless Networks, Inc., a Nevada
corporation, with its principal place of business located at 770 The
City Drive South, Suite 3400, Orange, California 92868 (hereinafter
known collectively as the "employer"), and Charles C. Bream, an
individual.

        ARTICLE 1.  TERM OF EMPLOYMENT

        Specified Period

Section 1.01        Employer hereby employs employee and employee hereby
accepts employment with employer for a period of five (5) years,
beginning on January 1, 2000, and terminating on December 31, 2004.

        Automatic Renewal

Section 1.02        This agreement shall be renewed automatically for
Four (4) additional consecutive terms of One (1) year each, unless
either party gives notice to the other at least Ninety (90) days
prior to the expiration of any term of its intention not to renew.

        "Employment Term" Defined

Section 1.03        As used herein, the phrase "employment term" refers
to the entire period of employment of employee by employer
hereunder, whether for the periods provided above, or whether
terminated earlier, renewed, or otherwise extended by mutual
agreement of the parties.

  ARTICLE 2.  DUTIES AND OBLIGATIONS OF EMPLOYEE
General Duties

Section 2.01        Employee shall serve as President and COO (Chief
Operating Officer) for an interim period of sixty (60) days from the
initiation date of this contract.   After such time, employee shall
transition to the position of CEO (Chief Executive Officer) and
remain in that position until termination of this contract by lapse
of time or other provisions provided for hereunder.   Employee shall
also become a member of the Board of Directors as of the date of
this agreement. In his capacity as President and COO, employee shall
use his best efforts and do and preform all services, acts, or
things necessary or advisable to manage and conduct the business of
employer, subject at all times to the policies set by Employer's
Board of Directors and subject to the consent of the Board of
Directors when required by the terms of this agreement.  During this
interim period, employee and the company through its officers,
managers and Board of Directors, shall develop and agree upon a
"point sheet," to be signed by the parties hereto and attached to
this agreement as Exhibit "A" prior to employee taking his position
as CEO, said "point sheet" to contain an outline, listing and
description of the duties, authorities, obligations, rights and
responsibilities (relative to other officers, managers and
directors) of the CEO position assumed by employee.

        Devotion to Employer's Business

Section 2.02        Unless agreed to in writing by employer, (a)
employee shall devote his entire productive time, ability, energies,
and attention to the business of employer during the term of this
contract.(b) Employee shall not engage in any other business duties
or pursuits whatsoever, or directly or indirectly render any
services of a business, commercial or other professional nature to
any other person or organization, for compensation in wages, equity
or otherwise, for any period of time longer than two calendar weeks,
without the prior written consent of employer's Board of Directors.
(c) This agreement shall not be interpreted to prohibit employee
from making passive personal investments or conducting private
business affairs if those activities do not materially interfere
with the services required under this agreement.  However, employee
shall not directly or indirectly acquire, hold or retain any
interest in excess of five (5%) per cent in any business directly
competing with the business of employer.

        Indemnification for Negligence or Misconduct

Section 2.03        Employee and employer agree to mutually indemnify
the other and to hold the other harmless from liability for loss,
damage, or injury to persons or property resulting from any breach
of this agreement by the other, the definition of said breach to
include but not be limited to negligence, gross negligence, or other
misconduct

        Trade Secrets

Section 2.04 (a) The parties acknowledge and agree that during the
term of this agreement and in the course of the discharge of the
duties hereunder, Employee shall have access to and become
acquainted with information concerning the operation and process of
Employer, including without limitation, financial, personnel, sales,
scientific, and other information that is owned by or proprietary to
Employer and regularly used in the operation of Employer's business,
and that such information constitutes trade secretes.
(b)        Employee specifically agrees that he shall not misuse,
misappropriate, or disclose any such trade secrets, directly or
indirectly, to any other person or use them in any way, either
during the term of the agreement or at any other time thereafter,
except as is required in the course of his employment hereunder.

(c)        Employee acknowledges and agrees that the sale or
unauthorized use or disclosure of any of Employer's trade secrets
obtained by Employee during the course of his employment under this
agreement, including information concerning Employer's current or
any future and proposed work, services, or products, the fact that
any such work, services, or products are planned, under
consideration, or in production, as well as any descriptions thereof
(Proprietary Information), constitute unfair competition.  Employee
promises and agrees not to engage in any unfair competition
utilizing Employer's Proprietary Information.

(d)        Employee further agrees that all files, records, documents,
drawings, specifications, equipment, and similar items relating to
Employer's business are and shall remain exclusively the property of
Employer.


        ARTICLE 3.  OBLIGATIONS OF EMPLOYER

Section 3.01 Employer shall provide Employee with office facilities,
parking privileges, office equipment, supplies and other facilities
and services, suitable to Employee's position and adequate for the
performance of his duties.

        Indemnification of Losses of Employee

Section 3.02 Employer shall indemnify Employee for all loses
sustained by Employee in direct consequence of the discharge of his
duties on Employer's behalf.

        ARTICLE 4.  COMPENSATION OF EMPLOYEE

        Annual Salary

Section 4.01 (a) As compensation for the services to be performed
hereunder, Employee shall receive a guaranteed salary at the rate
of One Hundred Twenty Thousand ($120,000.00) dollars per year during
the employment term, to be paid pro rata two times per month.  Said
salary shall be reviewed and renegotiated every three (3) months
with the Directors of Employer.  In the event Employer's financial
condition is such that it does not have the funds necessary to pay
Employee and the salaries of the two other top paid executives for
a period of two (2) consecutive months, Employer may, by action of
its board of directors, reduce Employee's salary by 50%, until such
time as Employer's financial condition improves.  However, any such
reduction shall be on par with and at an equal pro rata reduction
with, the other two top paid executives of Employer.  In such event,
Employer shall, at the request of Employee, provide Employee with
financial data in support of such action.  All funds not paid during
this period shall be repaid to Employee by Employer on a "best
efforts" basis.   However, if such repayment does not occur within
6 months, Employee may elect to take the lost income in the form of
a stock grant under the same pricing, terms and conditions set forth
in Section 5.01 of this agreement.

        Tax Withholding

Section 4.02 Employer shall have the right to deduct or withhold
from the compensation due to Employee hereunder any and all sums
required for federal income and Social Security taxes and all state
and local taxes now applicable or that may be enacted and become
applicable in the future.





         ARTICLE 5.  EMPLOYEE INCENTIVES
        Restricted Stock Options
Section 5.01   Employee shall receive Five Hundred Eighty Thousand
(580,000) restricted cashless options at a strike price of Three
Dollars ($3.00) drawn from the company's Employment Stock Option
Program. The stock will vest as follows:
a)        One Hundred Thousand (100,000) shares will vest in full upon
the date of                 this agreement.
b)        Twenty Thousand (20,000) shares will vest each month, with
the basis being the average of the last five (5) trading days of the
month, for the first twenty four (24) months of employment, totaling
Four Hundred Eighty Thousand (480,000) options.
The option/exercise period shall be from the date of vesting through
the date seven (7) years from the date of vesting.  However, the
date of vesting shall accelerate, and all stock options contemplated
pursuant to this clause shall vest immediately, at the strike price
in effect on the date of acceleration,  upon the occurrence of any
of the following:Termination for cause pursuant to this contract;
Termination without cause pursuant to this contract;
        Any event that could jeopardize the above referenced vesting
        schedule of remaining         options, including but not limited
        to         any change in the material terms of, or rights and
        obligations contained in, this employment agreement, or any
        sale, merger, takeover or         change in control of the
        stock of company such that any single shareholder or group
        of shareholders in concert and acting together shall gain
        control of 51% or more of the outstanding shares of company.

        Incentive Stock Option Program

Section 5.02 If the Board of Directors of Employer elects to
institute an Incentive Stock Option program, or other stock program
not currently in effect, Employee shall be eligible to participate
in said program under the guidelines set forth, and continue to
participate in the Employment Stock Option Program, the Board may
elect to reduce Employee's participation in any such incentive stock
option program by 25% vis a vis other officers or directors during
the first two years of employee's employment. However, this
reduction can only apply to one stock option program if multiple
programs are in place.

        Performance Bonus Eligibility

Section 5.03 Employer does not now maintain, but agrees to assemble
and propose to its Board of Directors, during and covering the
calendar year 2000, an Annual Performance Bonus Plan to include
Employee and such other top executives of Employer as the Board
shall deem appropriate, subject to the limitations set forth in
Section 5.02, above.







         ARTICLE 6.  EMPLOYEE BENEFITS

        Annual Vacation

Section 6.01.  Employee shall be entitled to three (3) weeks
vacation each year, and those business days that fall between
Christmas and New Year's day, without loss of compensation.
Employee may be absent from his employment for vacation only at such
times as Employer's Board of Directors shall determine form time to
time.  In the event that Employee is unable for any reason to take
the total amount of vacation days authorized therein during the year,
he shall be entitled to use such un-taken vacation days in the next
year of employment.

        ARTICLE 7.  BUSINESS EXPENSES

        Reimbursement of Business Expenses

Section 7.01 (a) Employer shall promptly reimburse Employee for all
reasonable business expenses incurred by Employee in connection with
the business of Employer. (b) Each such expenditure shall be
reimbursable only if it is of a nature qualifying it as proper
deduction on the federal and state income tax return of Employer.
(c) Each such expenditure shall be reimbursable only if Employee
furnishes to Employer adequate records and other documentary
evidence required by federal and state statutes and regulations
issued by the appropriate taxing authorities for the substantiation
of each such expenditure as an income tax deduction. Notwithstanding
the forgoing, Employee shall not incur expenses in excess of Five
Hundred ($500.00) dollars, excluding expenses incurred in connection
with travel outside of the metropolitan Los Angeles area, without
obtaining the prior consent of Employer, which consent shall not be
unreasonably withheld or delayed.
(d)  Employee shall be reimbursed for the use of his privately owned
vehicle at $500 per month. If business mileage exceeds this, he will
also be reimbursed for the difference at standard government rates.

        Repayment of Disallowed Expenses

Section 7.02.  In the event that any expenses paid for Employee or
any reimbursement of expenses paid to Employee shall, on audit or
other examination of employer's income tax returns, be determined
not to be allowable deductions from Employer's gross income because
of Employee's  misrepresentation or characterization of such
expenses, and in the further event that this determination shall be
acceded to by the Employer or made final by the appropriate federal
or state taxing authority or a final judgment of a court of
competent jurisdiction, and no appeal is taken from the judgment or
the applicable period for filing notice of appeal has expired,
Employee shall repay to Employer the full amount of the disallowed
expenses.







        ARTICLE 8.  RELOCATION OF EMPLOYEE

Section 8.01.  Employee shall be reimbursed Five Hundred Dollars
($500.00) per month for temporary lodging while relocating, up to a
maximum period of six months from the effective date of this
agreement.

Section 8.02   Employee shall be reimbursed for one trip to Virginia
every three weeks while relocating, with roundtrip airfares of no
more than $450.00, for a maximum period of six months.  Employee's
Spouse may take one or more of these trips in the place of Employee,
under the same conditions of this Section.

Section 8.03   Employee will be reimbursed for realtor fees, up to
3 % of the sale price, on the sale of his home in Virginia.  If
realtor fees exceed 3% of the sale price, the difference will be
reimbursed to Employee by a stock grant under the same terms and
conditions set forth herein under Section 5.01.

Section 8.04   Employee will be reimbursed for moving and shipping
costs related to relocation up to a maximum of Twelve Thousand Five
Hundred Dollars ($12,500.00).

        ARTICLE 9.  TERMINATION OF EMPLOYMENT

        Termination for Cause

Section 9.01.  (a) Employer reserves the right to terminate this
agreement if Employee 1) willfully breaches any of the terms of
this agreement; 2) habitually neglects the duties which he is
required to perform under the terms of this agreement, including
those set forth in Exhibit "A," to be attached hereto after
agreement of the parties but prior to assumption of the CEO
position; 3) or commits such acts of dishonesty, fraud,
misrepresentation or other acts of moral turpitude as would prevent
the effective performance of his duties. (b) Employer may at its
option terminate this agreement for the reasons stated in this
section by giving written notice of termination to Employee without
prejudice to any other remedy to which employer maybe entitled
either at law, in equity, or under this agreement.  Notwithstanding
the foregoing, as a condition precedent to such termination,
Employer shall have provided Employee with written notice of his
breach, setting forth in detail the cause thereof, and providing
Employee with an opportunity to respond to such claim and be heard
upon his response by a meeting of the Board of Directors.  In
terminating Employee for cause, Employer shall further follow and
adhere to any procedures and guidelines set forth in Employer's
"Employee Handbook" in addition to the termination requirements set
forth herein. If there are any conflicting terms or conditions
regarding termination between the Handbook and this agreement, the
agreement shall prevail, whether termination is for cause or without
cause.
(c) The notice of termination required by this section shall specify
the ground for the termination and shall be supported by a statement
of relevant facts.
(d)Termination under this section shall be considered "for cause"
for the purposes of this agreement.



        Termination Without Cause

Section 9.02   Notwithstanding any other termination clause
hereunder, and unfettered by any requirements or procedures set
forth in Employer's "Employee Handbook," Employer may terminate
Employee without cause, upon thirty (30) days notice, but shall at
that time become obligated to pay to Employee a severance payment
equal to six (6) months of salary at the rate applicable on the
date of notice of termination.  In such event, Employer shall also
be required to continue to furnish, under the Employee's existing
health plan, health insurance, for a period of one year from the
date of termination, or until such time as Employee is offered or
eligible for health insurance from any other employer.

        Termination by Employee

Section 9.03.  Employee may terminate his obligations under this
agreement by giving the Employer at least Thirty (30) days notice in
advance.  In the event Employee shall terminate his obligations
hereunder, Employee shall not be entitled to any payment of unpaid
annual salary from Employer, any other severance, or continuation of
health benefits as provided in Section 9.02, above.

        ARTICLE 10.  GENERAL PROVISIONS

        Notices

Section 10.01.  Any notices to be given hereunder by either party to
the other shall be in writing and may be transmitted by personal
delivery or by mail, registered or certified, postage prepaid with
return receipt requested.  Mailed notices shall be addressed to the
parties at the addresses appearing in the introductory paragraph of
this agreement, but each party may change that address by written
notice in accordance with this section.  Notices delivered
personally shall be deemed communicated as of the date of actual
receipt; mailed notice shall be deemed communicated as of the date
of mailing.

        Attorney's Fees and Costs

Section 10.02.  If any action at law or in equity is necessary to
enforce or interpret the terms of this agreement, the prevailing
party shall be entitled to reasonable attorney's fees, costs, and
necessary disbursements in addition to any other relief to which
that party may be entitled.  This provision shall be construed as
applicable to the entire agreement.   The parties hereto agree that
the Superior Court of Orange County shall have and retain exclusive
jurisdiction over any dispute under this agreement, and California
law shall govern in any controversy arising.

        Consents

Section 10.03.  Employer agrees that all consents required of it
hereunder shall neither be unreasonably withheld nor delayed.



        Entire Agreement

Section 10.04.  This agreement supersedes any and all other
agreements, either oral or in writing, between the parties hereto
with respect to the employment of Employee by Employer and contains
all of the covenants and agreements between the parties with respect
to that employment in any manner whatsoever.  Each party to this
agreement acknowledges that no representation, inducements,
promises, or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any party, which are not
embodied herein, and that no other agreement, statement, or promise
not contained in this agreement shall be valid or binding on either
party.



        Modifications

Section 10.05.  Any modification of this agreement will be effective
only if it is in writing and signed by the party to be charged.

        Effect of Waiver

Section 10.06.  The failure of either party to insist on strict
compliance with any of the terms, covenants, or conditions of this
agreement by the other party shall not be deemed a waiver of that
term, covenant, or condition, nor shall any waiver or relinquishment
of any right or power at any one  time or times be deemed a waiver
or relinquishment of that right or power for all or any other times.

        Partial Invalidity

Section 10.07.  If any provision in this agreement is held by court
of competent jurisdiction to be invalid, void, or unenforceable,
the remaining provision shall nevertheless continue in full force
without being impaired or invalidated in any way.

        Facsimile Signatures

Section 10.08   Any signed copy of this agreement or of any other
document or agreement referred to herein, or copy or counterpart
thereof, delivered by facsimile transmission, shall for all
purposes be treated as if it were delivered containing an original
manual signature of the party whose signature appears in the
facsimile, and shall be binding upon such party in the same
matter as though an originally signed copy had been delivered.



 Executed on                      , 2000, at Orange, California.

 Employer :
 Worldwide Wireless Networks, Inc., a Nevada Corporation
 Pacific Link Internet, Inc., a California corporation d.b.a. Global
 Pacific Internet


 by:
 its:


 Executed on                      , 2000, at Orange, California.

 Employee :


 Charles C. Bream


[TYPE]EX-10.13 CONSULTANT AGREEMENT, DATED JULY 12, 2000 BETWEEN
               WORLDWIDE WIRELESS AND COLUMBIA FINANCIAL GROUP

CONSULTANT AGREEMENT

        Columbia Financial Group is an investor relations, direct
marketing, publishing, publicrelations and advertising firm with
expertise in the dissemination of information about publicly
traded companies.  Also in the business of providing investor
relations services, public relations, services, publishing,
advertising services, fulfillment services, as well as Internet
related a services.

        Agreement made this 12th day of July 2000, between Worldwide
Wireless Networks, Inc. (hereinafter referred to as "Corporation"),
and Columbia Financial Group, Inc. (hereinafter referred to as
"Consultant"), (collectively referred to as the "Parties"):Recitals:

        The Corporation desires to engage the services of the
Consultant to perform for the Corporation consulting services
regarding all phases of the Corporation's "Investor Relations" to
include direct investor relations and broker/dealer relations as
such may pertain to the operation of the Corporation's business.

        The Consultant desires to consult with the Board of
Directors, the Officers of the Corporation, and certain
administrative staff members of the Corporation, and to undertake
for the Corporation consultation as to the company's investor
relations activities involving corporate relations and relationships
with various broker/dealers involved in the regulated securities
industry.

AGREEMENT

1. The respective duties and obligations of the contracting Parties
shall be for a period of twelve (12) months commencing on the date
first appearing above.  This Agreement may be terminated by either
party only in accordance with the terms and conditions set forth in
Paragraph 8.

Services Provided by Consultant

2. Consultant will provide consulting services in connection with
the Corporation's "investor relations" dealings  with NASD
broker/dealers and the investing public.  (At no time shall the
Consultant provide services which would require Consultant to be
registered and licensed with any federal or state regulatory body
or self-regulating agency.)  During the term of this Agreement,
Consultant will provide those services customarily provided by an
investor relations firm to a Corporation, including but not limited
to the following:

(a) Aiding the Corporation in developing a marketing plan directed
at informing the investing public as to the business of the
Corporation; and

(b) Providing assistance and expertise in devising an advertising
campaign in conjunction with the marketing campaign as set forth in
(1) above; and

(c) Advise the Corporation and provide assistance in dealing with
institutional investors as it pertains to the Corporation's
offerings of its securities; and

(d) Aid and assist the Corporation in the Corporation's efforts to
secure "market makers" which will trade the Corporation's stock to
the public by providing such information as may be required; and

(e) Aid and advise the Corporation in establishing a means of
securing nationwide interest in the Corporation's securities; and

(f) Aid and assist the Corporation in creating an "institutional
site program" to provide ongoing and continuous information to fund
managers; and

(g) Aid and consult with the Corporation in the preparation and
dissemination of press releases and news announcements; and

(h) Aid and consult with the Corporation in the preparation and
dissemination of all "due diligence" packages requested by and
furnished to NASD registered broker/dealers, the investing public,
and/or other institutional and/or fund managers requesting such
information from the Corporation.

Compensation

3. In consideration for the services provided by Consultant to the
Corporation, the Corporation shall on behalf of the Consultant cause
to be vested, (hereinafter "delivered") at the signing of this
Agreement 25% or one-quarter of the warrants as set forth below, and
the balance of the warrants will be delivered on or before the
beginning of the third quarter of the Agreement.  All such warrants
delivered shall have a term of five years and shall have preferred,
"piggy back" registration rights.  The warrants shall be issued at
the following exercise price:

200,000 warrants at $3.75 per share
200,000 warrants at $4.00 per share
200,000 warrants at $4.50 per share

        In addition to the warrants state above, Columbia Financial
Group shall receive 200,000 shares of restricted stock.


Columbia Financial Group

Compliance

4. At the time consultants give notice to the Company or execution
of the Warrants referred to in #3, Compensation above, common shares
underlying the warrants, delivered by the Corporation to Consultant
will, at that particular time be free trading, or if not, the shares
shall be incorporated in the next registration statement filed by
the Corporation.  The warrants shall have "piggy back" registration
rights and will, at the expense of the Corporation, be included in
said registration statement in a timely manner.

Representation of Corporation

5. (a)  The Corporation, upon entering into this Agreement, hereby
warrants and guarantees to the Consultant that to the best knowledge
of the Officers and Directors of the Corporation, all statements,
either written or oral, made by the Corporation to the Consultant
are true and accurate, and contain no misstatements of a material
fact.  Consultant acknowledges that estimates of performance made
by Corporation are based upon the best information available to
Corporation officers at the time of said estimates of performance.
The Corporation acknowledges that the information it delivers to
the Consultant will be used by the Consultant in preparing materials
regarding the Company's business including but not necessarily
limited to, its financial condition, for dissemination to the
public.  Therefore, in accordance with Paragraph 6, below, the
Corporation shall hold harmless the Consultant from any and all
errors, omissions, misstatements, except those made in a negligent
or intentionally misleading manner in connection with all
information furnished by the Corporation to Consultant.

(b)  Consultant shall agree to release information only with written
or verbal approval of the company.

6. Worldwide Wireless Networks, Inc.
1. Authorized 50 million shares
2. Issued 12,058,838 shares
3. Outstanding 12,058,833 shares
4. Free trading (float) 4.1 million shares (approx.)
5. Shares subject to Rule 144 restrictions 8 million shares
(approx.)

Columbia Financial Group

Limited Liability

7. With regard to the services to be performed by the Consultant
pursuant to the terms of this Agreement, the Consultant shall not be
liable to the Corporation, or to anyone who may claim any right due
to any relationship with the Corporation, for any acts or omissions
in the performance of services on the part of the Consultant, except
when said acts or omissions of the Consultant are due to its willful
misconduct or culpable negligence.

Termination

8. This Agreement may be terminated by either party upon the giving
of not less than thirty (30) days written notice, delivered to the
parties at such address or addresses as set forth in Paragraph 9,
below.  In the event this Agreement is terminated by the
Corporation, compensation paid by the Corporation pursuant to
paragraph 3 above, to the Consultant to the date of termination
(or through the end of the month during which notice of termination
is delivered).  In the event this Agreement is terminated by
consultant, compensation shall be reimbursed to Corporation as
follows:

The Agreement will be divided into four equal quarters.  If
termination occurs within the first quarter or initial ninety (90)
days of the Agreement the Consultants will have no obligation to
return any of the initial compensation of the contract pursuant to
paragraph 3 above.  Each and every subsequent quarter of the
Agreement will have an equal amount of compensation.  If termination
occurs within any quarter of the Agreement the Consultants will
return a pro rata amount based on a 90 day quarter.

The valuation of said shares for purposes of repayment of shares,
shall be the bid price of said shares as of the date shares are
tendered back to the Corporation.  If there is no bid price, then
the price shall be agreed to, by separate writing to be determined
by the parties upon the execution of this agreement.

Notices

9. Notices to be sent pursuant to the terms and conditions of this
agreement shall be sent as follows:

Timothy J. Rieu                        Jack Tortorice
Columbia Financial Group, Inc.        Worldwide Wireless Networks, Inc.
1301 York Road, Ste. 400        770 The City Drive South, Ste. 3700
Lutherville, Maryland 21093        Orange, CA  92868

Columbia Financial Group

Attorney's Fees

In the event any litigation or controversy, including arbitration,
arises out of or in connection with this Agreement between the
Parties hereto, the prevailing party in such litigation, arbitration
or controversy, shall be entitled to recover from the other party or
parties, all reasonable attorney's fees expenses and suit costs,
including those associated within the appellate or post judgment
collections proceedings.

Arbitration

10. In connection with any controversy or claim arising out of or
relating to this Agreement, the Parties hereto agree that such
controversy shall be submitted to arbitration, in conformity with
the Federal Arbitration Act (Section 9 U.S. Code Section 901 et
seq.), and shall be conducted in accordance with the Rules of the
American Arbitration Association.  Any judgment rendered as a result
of the arbitration of any dispute herein, shall upon being rendered
by the arbitrators be submitted to a Court of competent jurisdiction
with the state of Maryland, if initiated by the Consultant, or in
the state of California by the Corporation.

Governing Law

11. This Agreement shall be construed under and in accordance with
the laws of the State of California, and all parties hereby consent
to California as the proper jurisdiction for said proceeding
provided herein.

Parties Bound

12. This Agreement shall be binding on and inure to the benefit of
the contracting parties and their respective heirs, executors,
administrators, legal representatives, successors, and assigns when
permitted by this Agreement.

Legal Construction

13. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, the invalidity, illegality, or
unenforceability shall not affect any other provision, and this
Agreement shall be construed as if the invalid, illegal, or
unenforceable provision had never been contained in it.

Prior Agreements Superseded

14. This Agreement constitutes the sole and only Agreement of the
contracting parties and supersedes any prior understandings or
written or oral agreements between the respective parties.  Further,
this Agreement may only be modified or changed by written agreement
signed by all the parties hereto.

Columbia Financial Group

Multiple Copies or Counterparts of Agreement

15. The original and one or more copies of this Agreement may be
executed by one or more of the parties hereto.  In such event, all
of such executed copies shall have the same force and effect as the
executed original, and all of such counterparts taken together shall
have the effect of a fully executed original.  Further, this
Agreement may be signed by the parties and copies hereof delivered
to each party by way of facsimile transmission, and such facsimile
copies shall be deemed original copies for all purposes if original
copies of the parties' signatures are not delivered.

Liability of Miscellaneous Expenses

16. The Corporation shall be responsible to any miscellaneous fees
and costs approved in writing prior by the Corporation or its agents
to commitment that are unrelated to the agreement made between the
Parties.

Headings

17. Headings used throughout this Agreement are for reference and
convenience, and in no way define, limit or describe the scope or
intent of this Agreement or effect its provisions.

IN WITNESS WHEREOF, the Parties have set their hands and sale as of
the date written above.


                                BY:                            /s/
                                Timothy J. Rieu, President
                                Columbia Financial Group, Inc.



                                BY:                          /s/
                                Jack Tortorice
                                Worldwide Wireless Networks, Inc.

[TYPE]EX-10.14 CONSULTANT AGREEMENT, DATED NOVEMBER 2000, BETWEEN
               WORLDWIDE WIRELESS AND COLUMBIA FINANCIAL GROUP

AMENDMENT TO CONSULTANT AGREEMENT

THIS AMENDMENT (the "Amendment") is entered into as of the ____ day
of November, 2000,by and between WORLDWIDE WIRELESS NETWORKS, INC.,
(the "Corporation"), and
COLUMBIA FINANCIAL GROUP, INC. (the "Consultant", collectively with
the Corporation, the "Parties").  This Amendment shall modify the
terms and conditions of both (i) the Consultant Agreement entered
into on the 1st day of June 1999 by and between the Parties
(the "First Agreement"), and (ii) the Consultant Agreement entered
into on the 12th day of July 2000, by and between the Parties
(the "Second Agreement", collectively with the First
Agreement, the "Consultant Agreement"), in accordance with
Section 13 of both of the
Consultant Agreements.

WHEREAS, due to market conditions and the current price of
the Corporation's common shares, the Board of Directors of the
Corporation has elected to amend the exercise price of the
warrants contemplated as consideration in the Consultant Agreement;

NOW, THEREFORE, in consideration of the foregoing premises and
agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound,
hereby agree as
follows:

1. Amendments.  Upon execution of this Amendment, the Parties
agree to the following:

1.01. Warrants Issued Under the Consultant Agreement.  The
four hundred thousand (400,000) warrants contemplated as
consideration due to the Consultant for services to be provided
to the Corporation under the First Agreement and the
six hundred thousand (600,000) warrants contemplated as
consideration due to the Consultant for services to be provided
to the Corporation under the Second Agreement, shall now have an
exercise price of One Dollar and Ten Cents ($1.10) per share.  The
aggregate amount of all one million (1,000,000) of these warrants
(the "Warrants") shall be fully vested.

1.02. Term of the Consultant Agreement.  The Warrants and the
two hundred thousand (200,000) restricted shares of common
stock issued to the Consultant pursuant to Section 3 the Second
Agreement (the "Restricted Shares") are consideration for services
that shall be provided to the Corporation during the
period of October 2000 through September 2001.  The parties
therefore hereby agree that the term of the Second Agreement is
amended to reflect such new time period.

1.03. Exercise of Warrants.  The parties hereby agree that:

(a) the Consultant shall exercise six hundred thousand (600,000)
of the Warrants for a total purchase price of Six Hundred Sixty
Thousand Dollars ($660,000) at the time the Corporation
files its Form SB-2A with the United States Securities and
Exchange Commission (the "SEC"); and

(b) the Consultant shall exercise four hundred thousand
(400,000) of the Warrants for a purchase price of Four
Hundred Forty Thousand ($440,000) after the Form SB-2A has
been declared effective by the SEC.

2. Miscellaneous Provisions.

2.01. Notices.  All notices sent pursuant to the terms and
conditions of this Amendment
shall be sent as follows:


If to the Corporation:
Worldwide Wireless Networks, Inc.
770 The City Drive South, Suite 3700
Orange, California  92868
Attn:        Mr. Jack Tortorice
        Chairman of the Board
       Chief Executive Officer

With a copy (which shall
Feldhake, August & Roquemore LLP
not constitute notice) to:
19900 MacArthur Blvd., Suite 850
Irvine, California 92612
Attn:        Kenneth S. August, Esq.

If to the Consultant:
Columbia Financial Group, Inc.
1301 York Road, Suite 400
Lutherville, Maryland 21093
Attn:        Mr. Timothy J. Rieu



2.02. Binding Amendment.  This Amendment shall constitute a
binding amendment to the Consultant Agreement of the parties
hereto, enforceable against each of them in accordance with
its terms.  This Amendment shall inure to the benefit of each
of the parties hereto, and their respective successors and
permitted assigns, in accordance with the provisions of the
Consultant Agreement.

2.03. Entire Understanding.  This Amendment constitutes the
final understanding between the parties with respect to the
subject matter hereof and the transactions contemplated hereby,
and supersedes the Consultant Agreement only with respect
to the subject matter hereof.

2.04. Headings.  The headings provided herein are for
convenience only and shall have no force or effect upon the
construction or interpretation of any provision hereof.

2.05. Counterparts.  This Amendment may be executed in
one or more counterparts, each of which shall be deemed an
original, but all of which together shall
constitute one and the same instrument.

2.06. Governing Law.  This Amendment shall be governed
by and construed in accordance with the internal laws of
the State of California, and all parties hereby consent to
the State of California as the proper jurisdiction for said
proceeding provided herein, as in accordance with the Consultant
Agreement.

2.07. Severable Provisions.  The provisions of this Amendment
are severable, and if any one or more provisions is determined to
be illegal, indefinite, invalid or otherwise unenforceable, in whole
or in part, by any court of competent jurisdiction, then the
remaining provisions of this Agreement and any partially unenforceable
provisions to the extent enforceable in the pertinent jurisdiction,
shall continue in full force and effect and shall be binding and
enforceable on the parties.

IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date and year first above written.


THE CORPORATION:

WORLDWIDE WIRELESS
  NETWORKS, INC.:                    ATTEST:


   By:        _________________________        By:_________________________
Jack Tortorice                                _________________________
Chairman of the Board
Chief Executive Officer


THE CONSULTANT:

COLUMBIA FINANCIAL                         WITNESS:
  GROUP, INC.:


By:        _________________________        By:_________________________
Timothy J. Rieu                                _________________________
        ________________