LEASE AGREEMENT
                                     BETWEEN
                    WORLD WIDE WIRELESS COMMUNICATIONS, INC.
                                       AND
                                SHEKINAH NETWORK


         THIS  AGREEMENT is made this 25th day of November 1998 (the  "Effective
Date"),  by and  between  World  Wide  Wireless  Communications,  Inc.  a Nevada
Corporation, and Shekinah Network, a California non-profit Corporation and World
Wide Communications, Inc. and Shekinah Network shall hereinafter be individually
referred to as a "Party" or collectively as the "Parties."

         WHEREAS, the Federal  Communications  Commission ("FCC") has authorized
licenses for  Instructional  Television Fixed Service ("ITFS")  channels and has
authorized  the  licensee to lease  excess  capacity  to non-ITFS  users for the
transmission of commercial programming;

         WHEREAS, Shekinah Network has received licenses from the FCC License to
construct and operate ITFS systems on the channels and in the markets  listed in
Exhibit A, attached hereto and incorporated by reference herein (the "Licenses")
for the transmission of educational and instructional video programming;

         WHEREAS,  Shekinah  Network  has  filed  applications  at  the  FCC  to
construct and operate ITFS systems on the channels and in the markets  listed in
exhibit  B,  attached  hereto  and   incorporated   by  reference   herein  (the
"Applications")  for the  transmission  of educational and  instructional  video
programming  (the  channels  listed in Exhibit A and  Exhibit B are  hereinafter
referred to as the "Channels");

         WHEREAS,  with respect to the Licenses and the  Applications,  Shekinah
Network has entered into the Excess Capacity Lease Airtime  Agreements listed in
Exhibit C, attached hereto and  incorporated by reference  herein (the "Existing
Lease  Agreements"),   pursuant  to  which  certain  non-ITFS  users  ("Existing
Lessees")  are not  providing,  or will provide,  access to satellite  reception
equipment,   transmission  and  reception  equipment,  operational  support  and
royalties  in exchange  for access to capacity  on the  channels  covered by the
Licenses and the Applications,  consistent with the rules and regulations of the
FCC;

         WHEREAS, subject to the terms and conditions set forth herein, Shekinah
Network  desires  to  grant to  World  Wide  Wireless  Communications,  Inc.  an
exclusive and irrevocable  option to lease excess capacity on the Channels,  and
potentially to acquire the Channels;


         WHEREAS,  subject to the terms and conditions  set forth herein,  World
Wide Wireless  Communications,  Inc. desires to acquire from Shekinah Network an
exclusive and  irrevocable  option to lease excess  capacity on the Channels and
potentially to acquire the Channels;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
agreements,  representations,   warranties,  covenants  and  promises  contained
herein, the Parties, intending to be legally bound, hereby agree as follows:


<PAGE>



         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
agreements,  representations,   warranties,  covenants  and  promises  contained
herein, the Parties, intending to be legally bound, hereby agree as follows:

                                    ARTICLE 1

                                     OPTION

     1.1. Grant of option. Subject to the terms and conditions herein,  Shekinah
Network hereby grants to World Wide Wireless Communications, Inc. the exclusive,
irrevocable  right and option to lease from  Shekinah  Network  excess  capacity
under each License and  Application,  and the exclusive,  irrevocable  right and
option to acquire  from  Shekinah  Network  each  License and  Application  (the
"Option") as follows:

          1.1.1.  Within  sixty days (60) days  following  the  exercise  of the
Option  with  respect to any  License or  Application  pursuant  to Section  1.5
hereof,  subject to Sections 1.1.2 and 1.1.3 hereof,  Shekinah Network and World
Wide Wireless  Communications,  Inc.  shall enter into an Excess  Capacity Lease
Airtime Agreement ("World Wide Wireless  Communications,  Inc. Lease Agreement")
for such License or Application substantially in the form of Exhibit D, attached
hereto  and   incorporated  by  reference   herein.   The  World  Wide  Wireless
Communications,  Inc. Lease Agreement shall specify a consideration  to Shekinah
Network of the amount of a One Dollar ($1) Signing  Fee,  and a monthly  minimum
Transmission  Fee of Five  percent  (5%) of the Gross  system  receipts  or Five
Hundred Dollars whichever is greater.

          1.1.2. In the event that the FCC's rules and  regulations  change such
that World Wide  Wireless  Communications,  Inc.  is  permitted  to acquire  the
Channels  outright  and to utilize  the  Channels  for  purposes  other than the
transmission of educational  and commercial  programming,  and Shekinah  Network
desires  to sell its  Channels  and World  Wide  Wireless  Communications,  Inc.
desires to so acquire the  Channels,  then upon the  exercise of the Option with
respect to the  Channels  covered  by any  License or  Application  pursuant  to
Section  1.5 hereof,  World Wide  Wireless  Communications,  Inc.  shall  notify
Shekinah  Network in writing  within sixty (60) days of its intention to acquire
such Channels, and Shekinah Network and World Wide Wireless Communications, Inc.
shall enter into an Asset  Purchase  Agreement for the purchase and sale of such
Channels ("Purchase Agreement").  The Purchase Agreement shall contain terms and
conditions  which are reasonable  and customary for purchase  agreements of such
Channels and shall specify a  consideration  to Shekinah  Network of One Hundred
and  Fifty  Thousan  Dollars  ($150,000)  per-market  or  channel  Group  on and
individual  basis, or all markets or channel groups can be purchased for the sum
of Three Million Five Hundred Thousand Dollars ($3,500,000). This would apply to
World  Wide  Wireless  Communications,   Inc.  or  a  FCC  approved  educational
non-profit entity  designated in writing by World Wide Wireless  Communications,
Inc..

     1.2 Term of Option. The Option shall have a term of ten (10) years from the
date hereof (the "Option Term"). World Wide Wireless Communications,  Inc. shall
have a right to renew this  option for three (3)  additional  terms of ten years
each, following the other provisions of this Agreement.

     1.3.  Payment.  In  consideration  for the grant of the Option,  World Wide
Wireless  Communications,  Inc.  hereby  agrees to pay to Shekinah  Network Five
Hundred  Thousan Dollars  ($500,000.00),  payable in cash by World Wide Wireless
Communications,  Inc. by certified  or  cashier's  check or by wire or interbank
transfer as follows:

          1.3.1. The non-refundable sum of Fifty-Thousand  Dollars  ($50,000.00)
shall be paid by World Wide  Wireless  Communications,  Inc.  to Shekinah on the
Effective Date.


<PAGE>

          1.3.2.  The  non-refundable   sum  of  Twenty-Five   Thousand  Dollars
($25,000.00)  shall  be paid by  World  Wide  Wirelss  Communications,  Inc.  to
Shekinah on or before  January 25, 1999 (sixty days (60) following the Effective
Date).

          1.3.3.  The balance of Four Hundred and Twenty-Five  Thousand  Dollars
($425,000.00)  shall be paid by World  Wide  Wireless  Communications,  Inc.  to
Shekinah  on or  before  February  25,  1999  (ninety  days (90)  following  the
Effective Date).

     1.4 Exercise of the Option.  The Option granted under this Agreement  shall
be exercised by World Wide Wireless Communications, Inc. only as follows:

          1.4.1.  The Option with respect to each License and Application  shall
be  exercisable  by World  Wide  Wireless  Communications,  Inc.  only  upon the
occurrence  of one of the  following  events (a  "Termination  Event"):  (i) the
termination of the associated  Existing Lease Agreement due to breach thereunder
of the Existing  Lessee;  (ii) the termination of the associated  Existing Lease
Agreement  due to the  mutual  consent  of the  parties  thereto;  or (iii)  the
expiration of the associated  Existing Lease  Agreement;  provided that Skekinah
Network  and the  Existing  Lease have not  entered  into a new lease  agreement
pursuant to the terms of such Existing Lease  Agreement.  Shekinah Network shall
provide  written  notice to World Wide  Wireless  Communications,  Inc.  for any
Termination Event within thirty (30) days following the occurrence thereof (each
such  notice  hereinafter  referred  to as a  "Termination  Notice").  (iv)  The
Availability  of a License or Application  not otherwise  subject to an Existing
Lease Agreement.

          1.4.2.  Within ninety (90) days following the receipt of a Termination
Notice by  Shekinah  Network  with  respect to any License of  Application  (the
"Exercise  Period"),  World Wide  Wireless  Communications,  Inc.  shall provide
written notice to Shekinah  Network of its intent to exercise its Option for the
License or Application (and the Channels covered  thereunder) at issue. If World
Wide Wireless Communications, Inc. declines to exercise the Option for any given
License or Application within the applicable  Exercise Period,  Shekinah Network
shall  have no  further  obligations  to World Wide  Communications,  Inc.  with
respect to such License or Application.

          1.4.3. Notwithstanding anything to the contrary in this Agreement, the
Option with respect to each License and Application  shall be expressly  subject
to any rights of first refusal of Existing  Licenses  which are contained in the
Existing Lease Agreements.


                                    ARTICLE 2

                         REPRESENTATIONS AND WARRANTIES

     2.1. Shekinah  Network.  Shekinah Network hereby represents and warrants to
World Wide Wireless Communications, Inc. as follows:

          2.1.1.  Organization.  It is a non-profit  corporation duly organized,
validly  existing and in good standing under the laws of the State of California
and has full power and  authority to carry on its  business as said  business as
said  business is now being  conducted  and to own or to lease the assets it now
owns or leases.

          2.1.2.  Authority/Enforceability.  It has the full power and authority
to execute and deliver this Agreement,  and all other  documents  required to be
executed and delivered by it hereunder,  to consummate the  transactions  hereby
contemplated  to fully perform its  obligations  hereunder and to take all other
actions  required  to be taken by it  pursuant  to the  provisions  hereof.  The
execution and delivery of this Agreement, and all other documents required to be
executed and  delivered  by it  hereunder,  and its  performance  hereunder  and
thereunder have been duly authorized by all requisite action. This Agreement


<PAGE>

and all other  documents  required to be executed and  delivered by it hereunder
have been duly  executed and  delivered by it and  constitute  valid and legally
binding  agreements  and  obligations   enforceable  in  accordance  with  their
respective  terms against it.  Notwithstanding  anything to the contrary in this
Agreement,  except as  expressly  provided  herein,  Shekinah  Network  makes no
representation whatsoever with respect to the Licenses or the Applications.

          2.1.3. No Conflicts. Except for any FCC approval which may be required
prior to the execution and consummation of any agreement under Sections 1.1.1 or
1.2 hereof, the execution, and delivery and performance by it of this Agreement,
or any other document required to be executed and delivered by it hereunder,  in
accordance  with its terms will not, other than as disclosed by it to World Wide
Wireless  Communications,  Inc.: (i) violate any order or decree of any court or
governmental  authority by which, with it is bound,  (iii) violate,  result in a
breach of,  constitute a default (or an event which,  with or without the giving
of notice,  lapse of time or both, would constitute a default) under,  result in
the  invalidity  of,  accelerate  the  performance  required  by  or  cause  the
acceleration of the maturity or, terminate or modify or give any third party the
right to terminate or modify, or otherwise,  instrument,  note, mortgage, lease,
license,  franchise,  permit  or  other  authorization,  right,  restriction  or
obligation  to which it is a party or by which it is bound,  (iv)  constitute an
act of bankruptcy,  preference,  insolvency or fraudulent  conveyance  under any
bankruptcy act or other law for the  protection of debtors or creditors,  or (v)
conflict  with or result in any breach or violation of the terms,  conditions or
provisions of its organizational documents.

     2.2.  World  Wide  Wireless  Communications,   Inc..  World  Wide  Wireless
Communications,  Inc.  hereby  represents and warrants to Shekinah  Network,  as
follows:

          2.2.1.  Organization.   It  is  corporation  duly  organized,  validly
existing and in good standing under the laws of the State of Nevada and has full
power and  authority  to carry on its  business  as said  business  is now being
conducted and to own or to lease the assets it now owns or leases.

          2.2.2.  Authority/Enforceability.  It has the full power and authority
to execute and deliver this Agreement,  and all other  documents  required to be
executed and delivered by it hereunder,  to consummate the  transactions  hereby
contemplated,  to fully perform its obligations  hereunder and to take all other
actions  required  to be taken by it  pursuant  to the  provisions  hereof.  The
execution and delivery of this Agreement, and all other documents required to be
executed and  delivered  by it  hereunder,  and its  performance  hereunder  and
thereunder have been duly authorized by all requisite action. This Agreement and
all other  documents  required to be executed and delivered by it hereunder have
been duly executed and delivered by it and constitute  valid and legally binding
agreements and obligations enforceable in accordance with their respective terms
against it.

          2.2.3. No Conflicts. Except for any FCC approval which may be required
prior to the execution and  consummation  of any agreement under Sections 1.1.1.
or 1.2  hereof,  the  execution,  and  delivery  and  performance  by it of this
Agreement,  or any other  document  required to be executed and  delivered by it
hereunder,  in accordance with its terms will not, other than as disclosed by it
to Shekinah  Network:  (i) violate any provisions of any law, rule or regulation
which is  applicable  to it,  (ii)  violate  any order or decree of any court or
governmental  authority by which it is bound, (iii) violate,  result in a breach
of,  constitute  a default  (or an event  which,  with or without  the giving of
notice,  lapse of time or both, would constitute a default) under, result in the
invalidity of, accelerate the performance  required by or cause the acceleration
of the  maturity  of,  terminate  or modify or give any third party the right to
terminate or modify, or other authorization, right, restriction or obligation to
which it is insolvency  or fraudulent  conveyance  under any  bankruptcy  act or
other law for the  protection of debtors or  creditors,  or (v) conflict with or
result in any breach or violation of the terms,  conditions or provisions of its
organizational documents.

<PAGE>

                                    ARTICLE 3

                               RIGHTS AND REMEDIES

    3.1.  Indemnification.

          3.1.1. Each party shall indemnify, defend and hold the other Party and
their officers, managers, directors,  employees, agents and representatives free
and harmless  from and against any and all claims,  actions,  suits,  liability,
loss, damages, costs, expenses, judgments,  deficiencies, charges and reasonable
fees or legal counsel  arising out of or in connection  with any material breach
by the Party of any representation, warrant or covenant of this Agreement or any
failure by the Party to perform its obligations  hereunder.  World Wide Wireless
Communications,  Inc. shall further  indemnify defend and hold Shekinah Network,
its officer, directors,  employees, agents and representatives harmless from and
against  any  and all  claims,  actions,  suits,  liabilities,  damages,  costs,
expenses, judgments,  deficiencies, charges and reasonable fees of legal counsel
arising out of or in connection  with any challenge by an Existing Lessee to the
termination  of an  Existing  Lease  Agreement  with  respect to any  License or
Application;  provided that World Wide Wireless  Communications,  Inc. exercises
the Option with respect to such License or Application and Shekinah  Network and
World Wide  Wireless  Communications,  Inc.  actually  enter into any  agreement
pursuant to Sections  1.1.1 or 1.1.2 with respect to such License or Application
following such termination.

          3.1.2.  If claim by a third party is made against a Party  indemnified
under Section 3.1.1,  above  ("Indemnitee"),  and the Indemnitee intends to seek
indemnification  with respect thereto,  it shall promptly give written notice to
the indemnifying Party  ("Indemnitor") of such claim;  provided,  however,  that
failure  by  Indemnitee  to give  prompt  notice of a claim  shall  not  relieve
Indemnitor  of  its  obligations  unless  said  failure  materially   prejudices
Indemnitor's  ability  to  defend  the  claim.  Indemnitor  shall  have ten (10)
business  days after said  notice is given to elect by written  notice  given to
Indemnitee  to  undertake,  conduct  and  control,  through  counsel  of its own
choosing (subject,  as to choice of counsel, to the consent of Indemnitee,  such
consent not to be unreasonably withheld) and at its sole expense, the good faith
settlement  or  defense  of  the  claim  and  Indemnitee  shall  cooperate  with
Indemnitor in connection there with;  provided further that if the defendants in
an action  include all of the Parties  and any Party shall  reasonably  conclude
that there may be reasonable  defenses  available to it which are different from
or in addition to those  available to the other Party or if the interests of one
Party  reasonably  may be deemed to  conflict  with the  interests  of the other
Party, each Party shall have the right to select separate counsel and to assumen
such legal  defenses and otherwise to participate in the defense of such action,
with the expenses and fees of such separate  counsel and other expenses  related
to such  participation  to be paid by each Party as incurred.  So as long as the
Indemnitor  is  contesting  a claim in good faith,  Indemnitee  shall not pay or
settle the claim.  If Indemnitor  does not make timely election to undertake the
good faith defense or settlement of the claim afore-said, or if Indemnitor fails
to proceed with the good faith  defense or settlement of the matter after making
such election, then, in either such event, Indemnitee shall, upon ten (10) days'
written  notice  to  Indemnitor,  have the  right to  contest  the  claim at its
exclusive discreation,  at the risk and expense of Indemnitor to the full extent
set forth in Section 3.2.1 above, as applicable.

   3.2.  Termination

          3.2.1.  This Agreement may be terminated,  without  limiting any other
legal or  equitable  rights or  remedies  the  terminating  Party  may have,  as
follows; (i) Immediately upon the mutual written consent of the Parties; (ii) By
the  non-breaching  Party in the event of a material breach of a representation,
warranty, covenant or agreement by the other Party upon thirty (30) days written
notice by the  non-breaching  Party to the breaching Party in the event that the
breaching  Party has not cured the breach  within  said  thirty (30) day period;
provided,  however,  that in the event that World Wide Wireless  Communications,
Inc.  shall fail to make any of the payments  specified in Section 1.3 when due,
Shekinah  Network shall be entitled  immediately to terminate this Agreement and
any Excess Capacity Lease  agreements that may have been entered into by parties
and Shekinah  Network shall have no further



<PAGE>

liabilities or obligations  to World Wide Wireless  Communications,  Inc. of any
kind;  (iii) By any Party if the other Party shall  generally  not pay its debts
generally,  or shall make a general assignment for the benefit of creditors;  or
any  proceeding  adjudicating  a party as  bankrupt  or  insolvent,  or  seeking
liquidation, winding up, reorganization,  arrangement,  adjustment,  protection,
relief,  or composition of it or its debts under any law relating to bankruptcy,
insolvency or  reorganization  or relief of debtors,  or seeking the entry of an
order for relief or the  appointment  of a receiver,  trustee,  or other similar
official for it or for any substantial part of its property;  or the other Party
shall take any action to  authorize or  facilitate  any of the actions set forth
above in this subsection (iii).

          3.2.2.  In the  event  of a  material  breach  by a Party  under  this
Agreement,  the other Party,  in addition to having the right to terminate  this
Agreement without liability,  may pursue such other remedies as may be available
to it at law or in equity.  Neither termination nor expiration of this Agreement
shall relieve the Parties of  liabilities  previously  accrued  hereunder or any
liability,  obligation  or agreement  which is to survive or be performed  after
such  termination or expiration.  However,  the exclusive  remedy for failure to
meet payments under section 1.3.2 is  termination  of this option  agreement and
the  termination  of any Excess  Capacity  Lease  agreements  that may have been
entered into by parties.


                                    ARTICLE 4

                                 MISCELLANEOUSE

     4.1.  Assignment.  The  Parties  agree that this  Agreement  and all of the
rights,  privileges,  obligations  and  liabilities  hereunder  shall be  freely
assignable.  The Parties further agree to execute any documents necessary and to
cooperate fully in carrying out any such  assignment.  The Parties hereto hereby
expressly  acknowledge  and agree that,  subject to the receipt of FCC  approval
therefore,  Shekinah  Network  intends to assign  each of the  Licenses  and the
Applications to a ITFS qualified entity, and to assign to such entity all of the
rights, privileges, obligations and liabilities under this Agreement.

     4.2.  Compliance With The  Communications Act and FCC Rules. This Agreement
and any agreement concluded under Sections 1.1.1 and 1.1.2 hereof may be subject
to the Communications Act of 1934, as amended, and the rules and regulations and
policies  of the FCC  9collectively,  the  "Act").  If the  consummation  of the
transactions  contemplated by this Agreement shall be held by the FCC or a court
of competent  jurisdiction  to be  violative  of the Act, the parties  shall use
their  best  efforts  in good faith to  arrange  for the  consummation  of those
transactions  (without  any  practical  alteration  of the  consideration  to be
received  by  either  Party) in a manner  consistent  with the  required  and to
cooperate  fully  with  each  other in  order to  obtain  FCC  approval  of this
transaction if any such approval is required.

     4.3.  Severability.  Each provision of this  Agreement  shall be considered
severable and if for any reason any provision or provisions of this Agreement of
the application thereof are determined to be invalid or contrary to any existing
or future law of any  jurisdiction  or any rule or regulation of any  government
authority,  such  invalidity  shall not impair the  operation of or affect those
provisions in any other  jurisdiction or any other  provisions  hereof which are
valid.

     4.4. Entire Agreement.  This Agreement  constitutes and contains the entire
agreement and understating concerning the subject matters and replaces all prior
negotiations and all agreements proposed or otherwise,  whether written or oral,
concerning the subject matter hereof. This is an integrated document.

     4.5.  Governing Law. This  agreement  shall be deemed to have been executed
and delivered within the state of California,  and the rights and obligations of
the parties  hereunder  shall be construed and enforced in accordance  with, and
governed by, the  principals  of conflict of laws.  Any disputes  regarding  the
application or effect of any FCC Rules and/or  Regulations  shall be governed by
the rules of the FCC.


<PAGE>

     4.6.   Construction.   Each  Party  has  cooperated  in  the  drafting  and
preparation  of the Agreement.  Hence,  in any  construction  to be made of this
Agreement,  the same shall not be construed  against any Party on the basis that
the Party was its drafter.

     4.7. Modification and Waiver. This agreement may not be modified in any way
unless by a writing executed by both Parties hereto.  No waiver of any breach of
any term or provision of this Agreement shall not be, or shall be binding unless
in writing and signed by the Party waiving the breach.


     4.8.  Attorneys'  Fees. In the event of  litigation  in connection  with or
concerning  the subject  matter of this  Agreement,  the Parties  agree that the
prevailing  Party shall be reimbursed its attorneys'  fees and costs.  Any legal
costs  incurred  in  connection  with  the  termination  of the  Existing  Lease
Agreements  associated with those Licenses or Applications  for which World Wide
Wireless  Communications,  Inc. exercises the Option shall be born by World Wide
Wireless Communications, Inc.

     4.9.  Binging on Successors.  The terms,  conditions and provisions of this
Agreement  shall inure to the benefit of, and be binding  upon,  the Parties and
their respective heirs, successors, transferees and assigns.

     4.10. Notices.  All notices or other  communications  required or permitted
hereunder shall be in writing (which shall include  communications  by telex and
telecopier);  shall be deemed to have been given when delivered by had, telecopy
followed by mailed notices as hereinafter provided), overnight delivery service,
with acknowledged receipt, or when received by the United States mail if sent by
registered  or  certified  mail  postage  prepaid,   return  receipt  requested,
addressed to a Party at the  addresses set forth for that Party on the signature
page of this Agreement  with copies (which shall not  constitute  notice) to the
individuals  or entities  designated by the Party on the signature  page of this
Agreement, or such other address which the Party shall have given in writing for
such purpose by notice hereunder.

     4.11. Third Parties. Nothing herein shall be construed to be to the benefit
of or  enforceable  by any  third  party  including,  but not  limited  to , any
creditor of the Parties.

     4.12.  Cooperation.  Each of the Parties  agrees to cooperate  fully and to
execute any and all supplementary  documents and to take all additional  actions
that may be necessary or  appropriate  to give full force to the basic terms and
intent of this Agreement.

     4.13. Counterparts.  This Agreements may be executed in counterparts,  each
of which shall be deemed an original,  and all counterparts taken together shall
constitute the Agreement of the Parties.


<PAGE>



         IN WITNESS  WHEREOF,  The  Parties  have caused  this  Agreement  to be
executed as of the day and year first above written.

          Shekinah Network

By:  ______________________________

Name:  Charles J. McKee
Title:    President

World Wide Wireless Communications, Inc.

By:  ______________________________

Name:  Doug Haffer
Title:    President


Address for Notices:

Shekinah Network
14875 Powerline road
Atascadero, CA  93422
Attn: Charles McKee, President
Phone/Fax:  (805) 438-3341


Gardner, Carton & Douglas
1301 K Street, N.W., Suite 900
Washington, D.C.  20005
Phone:  (202) 408-7100
Fax:  (202) 289-1504


Douglass P. Haffer
One Post Street Suite 2600
San Francisco, CA  94104
Phone:  (415) 956-9190
Fax:  (415) 391 3199


<PAGE>



                                    EXHIBIT A

                                  FCC LICENSES


Albuquerque, New Mexico  BPLIF-921015DB, -granted 8/5/94-, Call Sign WNC-373

Anchorage, Alaska BPLIF-951016AG, -granted 5/2/96-, Call Sign WNC-732

Aspen, Colorado BPLIF-951018AK, -granted 5/4/98-, Call Sign WND-368

Carlsbad, New Mexico BMPLIF-971024DB, -granted 12/8/94-, Call Sign WNC-533

Champaign, Illinois BMPLIF-960729dw, -granted 2/28/95,- Call Sign WNC-552

Des Moines, Iowa BPLIF-951020BS, -granted ?-. Call Sign WND-401

Fairbanks, Alaska BMPLIF-970819DI, -granted 7/5/96-, Call Sign WNC-773

Fairmont, Minnesota BPLIF-951017AL, -granted 10/10/96-, Call Sign WND-329

Grand Rapids, Michigan BMPLIF-980429K, -granted 9/3/93-. Call sign WLX-950

Hilo, Hawaii BPLIF-951020B4, -granted 3/14/97-, Call Sign WNC-810

Hot Springs, Arkansas BPLIF-951018AV, -granted 4/20/98-, Call Sign WND-348

Key West, Florida BPLIF-951018AV, -granted 5/30/97-, Call Sign WND-798

La Crosse, Wisconsin BPLIF-951020ZW, -granted 10/31/97-, Sall Sign WNC-868

La Grande, Oregon BPLIF-951020EY, -granted 7/25/97-, Call Sign WNC-956

Medford, Oregon BMPLIF-950308DA, -granted 10/8/93-, Call Sign WLX-975

Nashville, Tennessee BMPLIF-940819EC, -granted 4/24/95,- Call Sign WLX-978

Opelika, Alabama BPLIF-951020GB, -granted 3/20/98-, Call Sign WND-321

Pierre, South Dakota BMPLIF-971121DE, -granted 5/23/96-, Call Sign WNC-797

Pocatello, Idaho BPLIF-951020UQ, -granted 8/24/98-, Call Sign WND-465

Redding, California BMPLIF-950523DZ, -granted 9/2/94,- Call Sign WNC-407

Reno/Carson City, Nevada BPLIF-951020DE, -granted 8/21/98-. Call Sign WND-476

Santa Barbara, California BMPLIF-980213DH, -granted 12/6/93-, Call Sign WLX-994

Sebring, Florida BPLIF-951020JX, -granted 8/22/97-, Call Sign WNC-904

Sheridan, Wyoming BPLIF-930108DC, -granted 9/-29-94-, Call Sign WNC-426

St. Croix, Virgin Islands BPLIF-951020JL, -granted 10/22/97-, Call Sign WND-210

St. Thomas, Virgin Islands BPLIF-951018AG, -granted 2/12/98-, Call Sign WNC-892

Ukiah, California BPLIF951017AK, -granted 7/25/97-, Call Sign WNC-893


<PAGE>

Vail, Colorado BPLIF-951018AL, -granted 4/15/98-, Call Sign WND-352

Visalia, California BPLIF-951020MQ, -granted 7-5-96-, Call Sign WNC-787

Wenatchee, Washington BMPLIF-980227DW, -granted 8-23-95-, Call Sign WNC-661

Yuma Arizona BPLIF-920708DC, -granted 7/9/93-, Call Sign WLX-919


<PAGE>



                                    EXHIBIT B

                      APPLICATION FILED BY SHKINAH NETWORK

Alamosa, Colorado BPLIF-951018AN, -filed 10-95-

Casper, Wyoming BPLIF-951020ED, -filed 10-95

Columbus, Ohio BPLIF-951020YS, -filed 10-95-

Del Rio, Texas BPLIF-951020QA, -filed 10-95-

Elizabeth City (Midway), North Carolina BPLIF-951019BJ, -filed 10-95-

Eureka, California BPLIF-951017AM, -filed 10-95-

Grand Junction, Colorado BPLIF-951020FH, -filed 10-95-

Las Vegas, New Mexico BPLIF951020TA, -filed 10-95-

Springfield, Missouri BPLIF-951020KQ, -filed 10-95-


<PAGE>



                                    EXHIBIT C

                              ITFS EXCESS CAPACITY
                            AIRTIME LEASE AGREEMENTS

Alamosa, Colorado
By and between Shekihan Network and "MPO Industries." ECLS Date 10-15-94

Albuquerque
By and between Shekihan Network and "Multimedia TV." ECLA Date 7-7-92

Anchorage, Alaska
By and between Shekihan Network and "ATI of Anchorage." ECLA Date 12-21-92

Aspen, Colorado
By and between Shekihan Network and "NONE" (Terminated)

Carlsbad, New Mexico
By and between Shekihan Network and "Multimedia TV." ECLA Date 10-20-97

Casper, Wyoming
By and between Shekihan Network and " NONE" (Terminated)

Champaign, Illinois
By and between Shekihan Network and "Heartland Wireless of Champaign." ECLA Date
12-27-93

Columbus, Ohio
By and between Shekihan Network and "ATI of Columbus." ECLA Date 12-12-92

Del Rio, Texas
By and between  Shekihan  Network and "All-Tex  Wireless Video,  Inc." ECLA Date
10-10-95

Des Moines/Grimes, Iowa
By and  between  Shekihan  Network  and "Des  Moines F  Partnership."  ECLA Date
10-1-95

Elizabeth City (Midway), North Carolina
By and between  Shekihan Network and "Wireless One of North Carolina." ECLA Date
8/25/97

Eureka, California
By and between Shekihan Network and "MPO Industries." ECLA Date 9-10-94

Fairbanks, Alaska
By and between Shekihan Network and "Alaska Wireless Cable." ECLA Date 5-1-95

Fairmont, Minnesota
By and between  Shekihan  Network and  "Starcom/Fairmont  Wireless."  ECLAS Date
9-23-95

Grand Junction, Colorado
By and between  Shekihan  Network and "Wireless  Cable of Grand  Junction." ECLA
Date 4-15-93

Grand Rapids, Michigan
By and between Shekihan Network and "NONE" (Terminated)

Hilo, Hawaii
By and  between  Shekihan  Network and "Hilo  Wireless  Cable,  Ltd.  "ECLA Date
10-1-95

Hot Springs, Arkansas
By and between  Shekihan  Network and "Skyview  Wireless Cable,  Inc." ECLA Date
10-1-95
<PAGE>

Key West, Florida
By and between Shekihan Network and "NONE" (Terminated)

La Crosse, Wisconsin
By and between Shekihan Network and "Wisconsin Wireless Cable." ECLA Date 1-1-95

La Grande, Oregon
By and between Shekihan Network and "NONE" (Terminated)

Las Vegas, New Mexico
By and  between  Shekihan  Network  and "Las Vegas  Wireless  Cable."  ECLA Date
10-1-95

Medford, Oregon
By and between Shekihan Network and and "ATI of Medford." ECLA Date 5-5-92

Nashville, Tennessee
By and between Shekihan Network and "Nashville Wireless Cable Television,  Inc."
ECLA Date 3-25-94

Opelika, Alabama
By and between Shekihan Network and Wireless One (no current information!)

Pierre, South Dakota
By and between Shekihan Network and "NONE" (Terminated)

Pocatello, Idaho
By and between Shekihan Network and "Centimeter Wave Television, Inc." ECLA Date
10-1-95

Redding, California
By and between Shekihan Network and "ATI Of Redding." ECLA Date 8-14-92

Reno/Carson City, Nevada
By and between Shekihan Network and "Quadravision." ECLA Date 8-10-95

Santa Barbara, California
By and between Shekihan Network and "ATI of Santa Barbara." ECLA Date 6-9-92

Sebring, Florida
By and between Shekihan Network and "ATI of  Sebring." ECLA Date 9-14-95

Sheridan, Wyoming
By and between Shekihan Network and "ATI of Sheridan." ECLA Date 5-5-92

Springfield, Missouri
By and between Shekihan Network and "Hearthland  Wireless Cable, Inc." ECLA Date
10-10-95

St. Croix/Friedensfeld, Virgin Islands
By and between Shekihan Network and "Antilles  Wireless Cable TV, Co." ECLA Date
9-12-95

St. Thomas/Charlotte Amalie, Virgin Islands
By and between Shekihan Network and "Antilles  Wireless Cable TV, Co." ECLA Date
9-12-95


Ukiah, California
By and between Shekihan Network and "NONE" (Terminated)

Vail, Colorado
By and between Shekihan Network and "NONE" (Terminated)


<PAGE>

Visalia, California
By and between Shekihan Network and "ATI of Visalia." ECLA Date 1-14-93

Wenatchee, Washington
By and between Shekihan Network and "ATI of Wenatchee." ECLA Date 12-1-94

Yuma, Arizona
By and between Shekihan Network and "Cardiff Broadcasting Partnertship II." ECLA
Date 5-5-92