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

                              Pierre, South Dakota


                  ITFS EXCESS CAPACITY AIRTIME LEASE AGREEMENT

         THIS AGREEMENT is made this 1st day of August 1999 by Shekinah  Network
(hereinafter  referred to as "Lessor") having its principal place of business at
14875   Powerline   Road,   Atascadero,   CA  93422  and  World  Wide   Wireless
Communications,  Inc. (hereinafter referred to as "Lessee") having its principal
place of business at One Post Street, Suite 2600 San Francisco, CA 94104.

         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; and

         WHEREAS, Lessor has been granted an FCC License for (call sign) WNC-798
(the  "License")  for the Channel  group C1-4 (the "ITFS  Channels")  in Pierre,
South Dakota ("The Market"); and

         WHEREAS,  Lessee is in the business of providing voice, video, data and
other  services  via  microwave  transmission  in the Market Area and desires to
lease the excess ITFS capacity of the ITFS channels; and

         WHEREAS,  Lessor  has  determined  that  there  will be excess  airtime
capacity available on the ITFS Channels and desires to lease this excess airtime
capacity to Lessee.

         NOW, THEREFORE, in consideration of the mutual promises,  undertakings,
covenants and conditions set forth herein, the Lessor and Lessee do hereby agree
and warrant as follows:

11.      TERM OF AGREEMENT

     A.   Initial Term.  This Agreement  shall be effective upon the date of its
          execution  and shall extend for an initial term of five (5) years (the
          "Initial Term").

     B.   Renewal Term Provided  that the License is renewed by the FCC,  Lessee
          shall have the right to extend  this  Agreement  on its then  existing
          terms and conditions  for one (1)  additional  five (5) year term (the
          "Renewal Term").  The Renewal Term shall  automatically go into effect
          upon the conclusion of the Initial Term unless Lessee  notifies Lessor
          at least one hundred  eighty days (180)  before the end of the Initial
          Term that Lessee does not wish to extend this Agreement.

     C.   New Lease Agreement/Right of first Refusal.

          (1)  Providing  that  Lessor's  FCC license  remains in good  standing
          and/or  Lessor  seeks to renew such  license,  Lessee and Lessor shall
          negotiate  in good  faith  for a new  excess  capacity  airtime  lease
          agreement  (hereinafter referred to as "New Lease Agreement") no later
          than one  hundred  eighty days (180) prior to the end of the latter of
          (i) Initial Term or (ii) the Renewal Term if the Agreement is extended
          for the Renewal Term.


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          (7) If Lessor elects to not  reasonably  pursue a New Lease  Agreement
          with  Lessee,  then Lessor  shall so notify  Lessee in writing of such
          intent no later than one hundred eighty (180) days prior to the end of
          the Renewal Term.

          (3) If Lessor  and  Lessee do not  enter  into a New Lease  Agreement,
          Lessor  grants  Lessee  a right  of  first  refusal  on any  competing
          proposals for lease agreements or transfers or assignments of any part
          of the ITFS Channels  received by Lessor during the twelve (12) months
          following the expiration of the latter of (i) the Initial Term or (ii)
          the Renewal  Term,  if the Agreement is extended for the Renewal Term.
          If any acceptable  offer to lease or acquire the ITFS Channels is made
          to Lessor,  Lessor shall give written notice to Lessee  describing the
          person to whom the proposed lease or transfer is to be made, the fees,
          charges, rental or other consideration to be received fro the lease or
          transfer, the terms thereof and generally the relevant other terms and
          conditions  of the lease or  transfer.  Lessee  shall have a period of
          thirty (30) days after its receipt of such notice from Lessor in which
          to  elect,  by  giving  written  notice  to  Lessor,  to lease  or, if
          eligible,  obtain any or all of the ITFS  Channels  for the same fees,
          charges,  rental or other  consideration  for which Lessor proposed to
          lease or transfer to the third person.

          (i) The fees,  charges,  rental or consideration shall be paid by such
          third person or Lessee in cash.

          (xii) If Lessor does not believe Lessee's stated offer is in an amount
          fairly  equivalent to the fair value of the  consideration  payable by
          the third  person and so notifies  Lessee in writing  within seven (7)
          days after Lessor's receipt of Lessee's notice of election to so lease
          or purchase, Lessee may within five (5) days after its receipt of such
          notice from Lessor elect to refer such question for  determination  by
          an impartial arbitrator and the right of first refusal of Lessee shall
          then be held open  until (5) days  after  Lessee is  notified  of such
          determination.  Such arbitrator shall be chosen either by agreement of
          Lessee and Lessor at the time such question arises,  or, at the option
          of either party, by referring the question to the American Arbitration
          Association   with   instructions   that  the   American   Arbitration
          Association  select  a  single  arbitrator  under a  request  from the
          parties for expedited and accelerated determination. The determination
          of the  arbitrator  chosen  under  either  option  contained  in  this
          subparagraph  shall be final and binding  upon Lessee and Lessor.  The
          parties shall share equally in the costs and fees of the arbitration

          (xiii) In the event  Lessee shall elect to exercise its right of first
          refusal,  the lease agreement or other transfer or assignment shall be
          consummated  within  thirty (30) days of the latest of: (1) the day on
          which  Lessor  received  notice of Lessee's  election to exercise  the
          right of first refusal;  (2) the day upon which any question  required
          to be determined by the arbitrator  hereunder has been determined;  or
          (3)  the  date of any  FCC  approval  in the  case  of  assignment  or
          transfer;  or at such other time as may be mutually agreed.  The right
          of first refusal is terminated  either by the lease or other  transfer
          to Lessee as  provided  herein or by notice to Lessee of the  Lessor's
          proposal to lease or otherwise  transfer the ITFS Channels or any part
          to a third  person and Lessee's  unwillingness  or failure to meet and
          accept such a bona fide offer  pursuant to the times and procedures as
          set forth  above;  provided  that such  proposed  lease or transfer is
          consummated at the same fees,  charges,  rental or other consideration
          and upon  the same  terms  as to  which  such  right of first  refusal
          applied, within thirty (30) days after Lessee's right of first refusal
          had expired or had been specifically waived by written notice given to
          Lessor by Lessee, or within thirty (30) days following FCC approval in
          the case of assignment or transfer.

     C)   Operation  During End of Term.  If Lessor and Lessee do not enter into
          New Lease Agreement  before the end of the Initial Term,  Lessee shall
          cease leasing the ITFS Channels on the last day of the Initial Term.


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     D)   No Rights  Beyond Term of Licenses.  Lessor and Lessee agree that this
          Agreement  shall not give rise to any  rights or  remedies  beyond the
          expiration of any FCC license necessary for the continued operation of
          the ITFS Channels.  Provided, however, that while this Agreement is in
          effect,  Lessor  shall  obtain  and  maintain  in force all  licenses,
          permits and authorizations  required or desired in connection with the
          use of the ITFS  Channels.  Lessor shall take all  necessary  steps to
          renew the licenses for the ITFS  Channels and shall not commit any act
          or engage in any activity which could  reasonably be expected to cause
          the FCC to  impair,  restrict,  revoke,  cancel,  suspend or refuse to
          renew the ITFS  licenses.  Lessor shall take all  reasonable  steps to
          comply with the  Communications  Act of 1934, as amended and the rules
          and  regulations  of the FCC,  and shall file all  reports,  schedules
          and/or forms required by the FCC to be filed by Lessor.  All expenses,
          including  attorneys  fees and filing fees,  incurred in preparing and
          filing such reports,  schedules and/or forms required by the FCC shall
          be paid by the Lessee.

12. ALLOCATION OF AIRTIME.

     A.   Excess  Capacity  Airtime.  To the extent allowed by the FCC rules and
          regulations  and any  amendments  thereof,  Lessor  agrees to lease to
          Lessee the exclusive use of all excess capacity not utilized by Lessor
          ("Excess Capacity Airtime").

     B.   Lessor's Primary  Airtime.  During analog  transmission  over the ITFS
          Channels,  Lessor  reserves for its  exclusive use a minimum of twenty
          (20) hours of  airtime  per-channel  per-week  to be used for its ITFS
          scheduled programs. During digital transmission ovr the ITFS Channels,
          Lessor  shall have the  exclusive  use of 12.5% of the total  capacity
          available on the Lessor's ITFS Channels. This airtime shall be know as
          "Lessor's Primary Airtime".

     C.   Schedule of Airtime.  The schedule  which depicts the agreement of the
          parties as to use of Lessor's  Channels  shall be attached  hereto and
          made a part  hereof as  Exhibit  A which is  subject  to  change  upon
          agreement by both parties.

     D.   Lessee's  use of its Excess  Capacity  Airtime.  Lessee shall have the
          right to utilize its Excess  Capacity  Airtime for any purpose allowed
          or authorized by the FCC including but not limited to voice, video and
          data transmission.

     E.   Alternate Use and Vertical Blanking  Intervals.  Lessor shall have the
          right to use the second audio  carrier  ("SAP") and vertical  blanking
          intervals.  ("VBI")  on  which  Lessor's  ITFS  programming  is  being
          transmitted.  Lessee  shall at all times have the right to use the VBI
          and SAP not  utilized by Lessor and 100% of the  response  frequencies
          associated with the ITFS Channels. Lessor shall be responsible for any
          equipment  needed to utilize  the VBI  and/or  SAP and such  equipment
          shall be compatible with Lessee's system.

     F.   Lessor's Use of ITFS Channels. Lessor agrees that its program services
          and airtime use will not harm or interfere  with  Lessee's  current or
          future  signal  paths  utilized  within  Lessee's  System for  program
          encryption, pilot carrier signaling and other technical needs utilized
          for the  operation of and such services  provided by Lessee's  System.
          Nor will Lessor, by its own action, or through a third party,  utilize
          any part of its  licensed  frequency  spectrum  to create or operate a
          service  that  is in  competition  with  current,  planned  or  future
          services provided by


<PAGE>

          Lessee's  System.   Lessor  agrees  to  use  its  Primary  Airtime  in
          accordance with the FCC's rules and regulations. Lessor shall not take
          or fail to take any action which may have a material adverse effect on
          Lessee's right to utilize its Excess Capacity Airtime.

     G.   Expanded  System  Capacity.  Lessee shall have the right at anytime to
          require  Lessor  to file  with the FCC any  necessary  application  to
          expand the channel  capacity to Lessor's station to enable it to carry
          more than one video  signal  per  channel or  digital  data  services;
          provided  however,  before  Lessee can  exercise  this right,  it must
          demonstrate  to  the  Lessor's   reasonable   satisfaction  that  such
          modification  will  not  materially  degrade  the  performance  of the
          station  nor impair  signal  quality at the  registered  ITFS  receive
          sites.  Once such  modification  has been  constructed,  the  modified
          facilities shall  automatically be considered a part of this agreement
          and subject to all terms and conditions  hereof. It is understood that
          Lessee shall have the  full-time  use of the Expanded  Channels to the
          extend permitted by FCC rules.

3. TRANSMISSION SITE AND FACILITIES.

     K.   Primary  Transmission Site.  Lessor's ITFS Channels are located at Key
          West,  FL,  Lessee  agrees  to  provide  Lessor  space at the  Primary
          Transmission site for Lessor's audio and video transmission  equipment
          which  shall not exceed on rack.  Such space shall be leased to Lessor
          pursuant to Exhibit D hereto. This site shall hereinafter be described
          as the "Primary  Transmission Site". At Lessee's sole expense,  Lessee
          shall contract for a lease of space at the Transmission Site upon such
          terms as the parties agree.  The  Transmission  Site shall comply with
          the  standards,  specifications  and  regulations of the FCC rules and
          orders pertaining to Lessor's ITFS license.

     L.   Relocation of Transmission Site.

                           (i)  Lessor  acknowledges  that the  location  of the
                  Primary Transmission Site for ITFS Channels is critical to the
                  Lessee's  business  and agrees that it will not  relocate  the
                  transmission  facilities  for ITFS  Channels  from the Primary
                  Transmission Site without Lessee's prior written consent.

                           (ii) Lessor  further  acknowledges  that  possibility
                  that, as a result of currently  unforeseen events, the Primary
                  Transmission Site may not be the optimum site for the location
                  of the ITFS Channels or Lessee's business  throughout the term
                  of this Lease  Agreement.  Lessor  therefore agrees that if at
                  any time or from time to time Lessee  requests in writing that
                  the   transmission   facilities   for  the  ITFS  Channels  be
                  relocated,  Lessor  shall  file  with  the FCC  and any  other
                  regulatory  body having  jurisdicition  over the ITFS Channels
                  all  applications,  amendments,  and requests for modification
                  that may be  necessary  to obtain any  necessary  consents  to
                  permit such  relocation to such location within or adjacent to
                  the Market as may be requested by Lessee;  provided,  however,
                  that Lessor shall not be obligated to submit or procecute  any
                  application,  amendment,  or  request  for  modification  that
                  Lessor reasonably determines, upon advice of counsel contained
                  in a written  opinion,  would be in  violation of the terms of
                  the License, any statute,  rule, or regulations  regarding the
                  operation of the ITFS Channels or the  submission of materials
                  to the FCC, or any of its obligations as an ITFS licensee; and
                  provided, further, that any such relocation will not result in
                  loss of service to Lessor's registered receive sites served by
                  the   transmission   facilities   in  the   event   that   the
                  authorization is obtained to relocate the ITFS Channels to the
                  location  requested  by Lessee,  Lessor  shall  relocate  such
                  channels to such new location as soon as  reasonably


<PAGE>

                  possible after  authorization  is obtained.  Lessee shall bear
                  reasonable costs  associated with such  relocation,  including
                  engineering  and   construction,   and  all  reasonable  costs
                  associated with obtaining FCC or any other regulatory approval
                  therefore.

                           (iii) Lessor agrees to file modification applications
                  requested by Lessee.  Such modifications may include but shall
                  not be limited to the  following:  power increase or decrease,
                  polarization,  transmit  antenna  patterns,  digital,  two-way
                  (return path) use of the ITFS Channels, boosters, beam benders
                  or repeaters,  cells,  sectorization,  channel swaps,  channel
                  loading,  channel  shifting  and  application  within five (5)
                  business days or receipt of the modification  application from
                  Lessee or during any FCC designated filing window. Lessee will
                  use reasonable  efforts to provide Lessor with the engineering
                  for the modification thirty (30) days prior to the request for
                  filing. If Lessor believes that such modification will have an
                  adverse effect on Lessor's  ability to provide its services to
                  its  receive  sites,  Lessor  agrees to file the  modification
                  application  as  presented by Lessee and within the time limit
                  requested by Lessee;  however,  Lessee agrees not to implement
                  construction and Lessor agrees not to withdraw the application
                  until the parties have  adequately  addressed and resolved the
                  potential  material  adverse  effect  or the  matter  has been
                  submitted  to  arbitration  pursuant to Section 16 and a final
                  decision  has been  rendered by  arbitrator.  Although  Lessee
                  intends to file such modification  applications,  it may elect
                  not to construct the Channels in that manner and may desire to
                  utilize the  Channels  as  currently  licensed.  A copy of the
                  modification application,  bearing the FCC's date stamp, shall
                  be mailed to Lessee by Lessor,  within  fourteen  (14) days of
                  the filing of the  modification  application.  Lessee shall be
                  solely   responsible  for  all  engineering  and  legal  costs
                  associated  with the  preparation,  review  and  filing of the
                  modification  application.  In  the  event  that  any  license
                  modification   requested  by  Lessee  requires   receive  site
                  upgrades in order for  Lessor's  receive  sites to continue to
                  receive Lessor's  services,  then Lessee agrees to pay for all
                  costs to  complete  such  upgrade  prior to  implementing  the
                  license modification.

                  C.  System  Construction.  Lessee  shall  within a  reasonable
                  period of time,  but not later than six (6)  months  after the
                  FCC grant of digital authority for the ITFS Channels, purchase
                  equipment  such  as the  antenna,  waveguide  or  transmitters
                  specified  on the  authorization  for the  ITFS  Channels.  At
                  Lessee's  expense,  Lessee  shall  purchase  and install  such
                  transmitters,  transmission  line,  modulators,  antennas  and
                  other  equipment  as required to operate the ITFS  Channels in
                  accordance  with  the  provision  of such  authorization.  Any
                  equipment  so used in such  construction  shall be  leased  to
                  lessor  pursuant to  Paragraph  5 hereof.  Such  equipment  is
                  hereinafter  referred  to as the  "Leased  Equipment".  Lessee
                  shall retain title to the Leased  Equipment except as noted by
                  Paragraph 15 herein.

                  D. Maintenance of Transmission  Equipment. At Lessee's expense
                  and subject to Lessor's right to supervise the  maintenance of
                  this  equipment,  Lessee shall maintain and operate the Leased
                  Equipment  during  the terms of this  Agreement  for a nominal
                  fee.  Lessee  shall  also  pay all  taxes  and  other  charges
                  assessed against the Leased Equipment.

                  E.  Transmission  of  Programming.  At no cost or  expense  to
                  Lessor, Lessee shall provide the necessary labor and equipment
                  capabilities  to  transmit  on the ITFS  Channels  programming
                  required  to be carried  pursuant  to this  Agreement  such as
                  Lessor's ITFS  programming  and TBN.  Lessee shall also comply
                  with Lessor's instructions  regarding the transmission of such
                  programming   such  as  the  dates   and  times  to   transmit
                  programming.

                  F. Interference.  Lessee shall operate the Leased Equipment so
                  that such operation  does not create or increase  interference
                  with  electronic  transmission  of  any  other  FCC


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                  licensees   entitles  to   protection   under  FCC  rules  and
                  regulations.  If  Lessee's  entitled to  protection  under FCC
                  rules and  regulations.  If  Lessee's  operation  of the Lease
                  Equipment  does so create  or  increase  interference,  Lessee
                  shall pay all of the  reasonable  engineering  and legal  fees
                  necessary to resolve the interference problem so created.

                  G.  Alterations and Attachments.  Lessee,  at its own expense,
                  may make  alterations  of or attachments to the ITFS equipment
                  or the common equipment as defined in Exhibit C (including the
                  installation of encoding and/or  addressing  equipment) as may
                  be reasonably  required from time to time by the nature of its
                  business;   provided   however,   that  such   alterations  or
                  attachments do not interfere  with Lessor's  signal or ongoing
                  operations  or  violate  any FCC  rules  or  regulations;  and
                  provided  further  that FCC  authorization,  if  required,  is
                  obtained in advance of any such  alteration  or  attachment at
                  the sole cost of Lessee.  to the extent any FCC  authorization
                  pertaining to the ITFS equipment is required, Lessor agrees to
                  use its best efforts to obtain such authorization.

                  H.  Licensee  Control  and  Liability.  Nothing  herein  shall
                  derogate from such licensee  control of operations of the ITFS
                  Channels that Lessor, as an FCC licensee, shall be required to
                  maintain and Lessee  acknowledges the reservation by Lessor of
                  such  control.  Lessor shall at all times retain  ultimate and
                  exclusive  responsibility for the operation and control of the
                  ITFS Channels including policy decisions.

4. LESSOR'S RECEIVE SITES.

         Attached  hereto as Exhibit B is list of the  registered  receive sites
designated by Lessor to receive its ITFS  programming and to be installed at the
expense of Lessee.  Those  receive  sites so listed  shall be  installed  with a
Standard  Installation.  If as the  result  of  any  relocation  of the  Primary
Transmit Site, the equipment at Lessor's existing  registered receive sites must
be  reoriented,  Lessee  shall  pay the cost of  same.  As used  herein  for the
purposes of this Agreement,  the phrase  "Standard  Installation"  shall mean an
installation  consisting of the placement of the ITFS/MMDS  receiving antenna at
an elevation  (not to exceed thirty [30] feet above the base mounting  location)
which  could  normally   receive  the   line-of-sight   transmission   from  the
Transmission  Site;  the  coupling  thereto  of a  block-down  converter;  and a
sufficient  amount of transmission  line (coaxial cable) to connect the received
ITFS  programming  to the  input of (i) one  classroom  designated  by Lessor to
receive  the  ITFS  programming  or  (ii)  the  receive  site  internal/external
distribution  system.  Also, if as the result of any  relocation of the Transmit
Site,  the  equipment at Lessor's  existing  receive  sites must be  reoriented,
Lessee  shall  pay the  cost of  same.  Lessee  also  agrees  that  for  digital
transmission  of the ITFS Channels  Lessee will purchase and install at Lessee's
expense, one single-point modem to receive its ITFS programming.

5. LEASE OF EQUIPMENT.

         A) Lessor's Lease of Leased Equipment.  For a nominal fee, Lessor shall
lease from Lessee the Leased  Equipment  during the terms of this  Agreement.  A
list of this  equipment  is  attached  hereto as Exhibit C and  incorporated  by
reference herein.  Lessor shall have no responsibility for the loss of or damage
to the Leased Equipment during the terms of this Agreement and Lessee shall bear
all such responsibility.

6. FEES.

         A) Lessor's  Service Fee. In  consideration  of the lease of the Leased
Equipment, and for its share of the projected costs to maintain the Transmission
Site and the Lease Equipment, Lessor shall pay Lessee an annual fee provided for
in Exhibit D.

         B) Subscriber  Royalty Fees or  Percentage.  Beginning on the Execution
Date of this Agreement and continuing thereafter during the Initial Term of this
Agreement,  Lessee  shall pay to


<PAGE>

Lessor the  Subscriber  Royalty  Fee,  System  Percentage  or  monthly  minimum,
whichever  is  greater as set out in Exhibit D which is  attached  herewith  and
incorporated  by reference  herein.  If the Execution Date shall be a date other
than the first day of a calendar month, then the Subscriber  Royalty Fee for the
partial  month shall be paid on a  proportionate  basis.  A late fee of 10% (ten
percent) will be assessed to past due accounts,  and a finance charge of one and
one-half  percent  (1.5%) per month will be assessed in addition to the late fee
until paid.

         C) Notice of Construction and Required Certificate.  Within thirty (30)
days of completion of construction at the Transmission Site, Lessee shall notify
Lessor of such completion of construction in writing. Within thirty (30) days of
the end of each month in which  Excess  Capacity  Airtime  is leased  hereunder,
Lessee  shall  provide  Lessor with a  certificate,  certified  as accurate  and
correct by an  authorized  agent of Lessee,  showing  the number of  subscribers
served during such month.

         D) Right to Audit.  Lessee  shall for a period of three (3) years after
their creation,  keep,  maintain and preserve  complete and accurate records and
accounts, including all invoices,  correspondence,  ledgers, financial and other
records  pertaining  to Lessee's  use of Excess  Capacity  Airtime and  Lessor's
charges  hereunder;  and such records and corporate  accounts shall be available
for inspection and audit at Lessee's corporate offices or at Lessee's offices in
the Market,  as  designated  by Lessee,  at any time or times during the term of
this Agreement or within ninety (90) days thereafter, during reasonable business
hours,  by Lessor or its  nominee.  In the event  that  there is  discovered  an
underpayment of the Subscriber  Royalty Fee as defined in Paragraph 6 (B) above,
Lessee shall pay to Lessor a penalty equal to ten percent (10%) of the amount of
each such  underpayment.  All  information  obtained by Lessor  during any audit
herein shall be maintained by Lessor in strict confidence.

7. PROGRAMMING.

         A)       Control Over Programming.

         (i) Program  Content.  Lessee  intends that only  programming of a sort
which would not serve to place Lessor's  reputation in the community in jeopardy
will be transmitted  by Lessee on the ITFS  Channels.  In an attempt to minimize
disputes,  recognizing the  difficulties  inherent in specifying exact standards
herein,  it is agreed that Lessee shall have the right to market the programming
provided by the  networks  and services  listed on Exhibit E. If,  however,  the
programming  content of any networks and services listed on Exhibit E materially
changes,  Lessor  shall have the right,  upon ninety (90) days  notice,  to deny
Lessee the right to continue  transmitting such programming if Lessor would have
the  right to deny  Lessee  the right to  transmit  such  programming  under the
provisions  of this  paragraph  in the first  instance.  If Lessee  proposes  to
transmit the programming of any new programming service, the Lessee shall notify
Lessor in writing specifying in detail the nature of the new programming service
and Lessor shall have the right,  upon written  served upon Lessee within thirty
(30) days after  Lessor's  receipt of any such  notice from  Lessee,  to deny to
Lessee the right to transmit such service if such  programming is obscene and/or
contradicting  local,  state  and/or  federal  laws or  otherwise  violates  any
federal,  state  or local  laws or  regulations.  If no such  denial  notice  is
received by Lessee  within such thirty (30) days,  lessee shall be authorized to
transmit all such services for which no denial  notice is received.  There shall
be no reduction in fees required under this  Agreement for any such  programming
not permitted to be transmitted.

         B) Availability  of Programming.  It is understood by Lessee and Lessor
that  there is  expected  to be no  direct  out-of-pocket  annual  costs for the
acquisition  of the  qualified  ITFS  educational  programming  for Lessor's use
during Lessor's Primary Airtime on the ITFS channels, based on current plans. In
the event  that this  ITFS  educational  programming  either;  (1)  ceases to be
available, or, (2) becomes available only at a fee, then Lessor may incur direct
out-of-pocket costs in Lessor's  acquisition of ITFS programming.  Lessee agrees
to provide its best efforts to assist Lessor in the  acquisition  of alternative
programming, if necessary. Additionally, Lessee agrees to make payment to Lessor
for the actual,  direct  programming  costs incurred.  If any; If Lessor,  after
expending its best efforts,  is unable to


<PAGE>

obtain  suitable ITFS  programming  for a cost equal to the amount to be paid by
Lessee,  Lessor and Lessee  shall use their best  efforts to reach  agreement on
modifications  to this  Agreement to avoid any  un-reimbursed  ITFS  programming
costs to Lessor. If no such agreement can be reached,  Lessor may terminate this
agreement.  In the case of such  termination,  Lessor shall use its best efforts
(with  out-of-pocket  costs of Lessor to be paid by Lessee,  with Lessee's prior
approval)  to transfer  the license for the ITFS  Channels to another  qualified
educational entity,  subject to FCC approval,  with the intent of assigning this
Agreement from Lessor to the new educational entity.

         C)  Integration  of Lessor's  Programming.  Lessee  agrees to integrate
Lessor's  programming  into  the  overall   communications  service  offered  to
subscribers,  without cost to Lessor. This integration shall include, but not be
limited to, listing  Lessor's  material in any program guides produced by Lessee
for subscribers.

         D) Carriage of TBN. In the event that  Lessor's  ITFS Channels are used
for analog video  transmission  and TBN is not transmitted on a local VHF or UHF
station,  with a market  coverage  equivalent to both area and signal quality of
our ITFS channels,  and Lessee does not have local off-air  insertion as part of
its standard  installation,  then, if so designated by Lessor,  Lessee agrees to
transmit on one of the ITFS  Channels the  programming  of Trinity  Broadcasting
Network  ("TBN") during those time periods such channel is not used for Lessor's
ITFS programming  ("TBN Airtime")  provided that Lessee is not required to pay a
fee for  carriage of TBN. In the event that Lessee is  permitted  to program the
hours previously  occupied by TBN, then Lessee shall increase,  in proportion to
the  increase  in  Excess  Capacity  Airtime,  the  amount of  minimum  fees and
subscriber  royalty fees  payable  under the  provision 6 (B) of this  agreement
during  the  remainder  of  the  term(s)  of  the  agreement.  For  purposes  of
calculating any such proportionate  increase,  the parties acknowledge and agree
that the  minimum fee and  subscriber  royalty fee agreed to herein are based on
Lessee's equivalent use of three full-time ITFS channels.

         E) Station  Identification.  During  Lessee's  use of  Lessor's  excess
channel  capacity,  Lessee shall transmit Lessor's call sign for each respective
station as required by the FCC.

8. PROCECUTION OF PETITIONS, AUTHORIZATIONS AND LICENSES.

         A) Best  Efforts to Secure  Approval  of this  Agreement.  The  parties
recognize  that  certain  approvals  will be  required  from the FCC in order to
effectuate this Agreement. Both parties shall use their best efforts to prepare,
file and prosecute before the FCC all petitions, waivers, applications and other
documents  necessary  to secure any FCC  approval  required to  effectuate  this
Agreement.  Lessee  shall  assist in the  preparation  and  prosecution  of such
applications and as provided for herein,  shall pay all filing fees,  attorneys'
fees,  engineering fees, and all other expenses in connection therewith.  Lessor
also agrees to cooperate with Lessee's efforts to cause other ITFS, OFS, MDs and
MMDS operators to co-locate at the Transmission Site.  Notwithstanding  anything
in this Agreement to the contrary, it is understood that no filing shall be made
with the FCC with respect to this  Agreement  unless both parties have  reviewed
such filing and  consented  in writing to its  submission,  such  consent not be
unreasonably withheld.

         B) Further  Efforts.  Throughout  the Initial  Term of this  Agreement,
Lessor shall use its best efforts to obtain and maintain in force all  licenses,
permits  and  authorizations  required  for  Lessee  and  Lessor to use the ITFS
Channels as contemplated by this Agreement.  Lessee shall be responsible for all
cash expenses  incurred to obtain and maintain in force such  licenses,  permits
and  authorizations.  When  mutually  agreed by the parties and at Lessee's sole
expense,  Lessor  shall  apply for,  and use its best  efforts  to obtain  those
reasonable  license  modifications  which would assist  Lessee in its  business.
Lessor also shall consider  filing,  at Lessee's sole expense,  such  reasonable
protests,  comments or other petitions to deny any other ITFS,  MMDS, MDS and/or
OFS  applications or amendments as may be requested by Lessee in the mutual best
interests of the parties and the public. Lessor and Lessee shall promptly notify
each  other of any event of which it has  knowledge  that may  affect any of the
licenses, permits or authorization affecting the ITFS Channels.


<PAGE>

         C) Attorneys'  Fees. With respect to any legal work conducted  pursuant
to Paragraph 8(A) and (B) above,  Lessee shall be responsible for all attorneys'
fees in connection  therewith and shall make payments  directly to the attorney.
However,  any  attorney  fees paid by Lessee  shall be  approved  in  advance by
Lessee.

9. REPRESENTATIONS AND WARRANTIES.

         A)  Representations  and  Warranties of Lessor.  Lessor  represents and
warrants to Lesse as follows:

         (i)  Organization.  Lessor is a non-profit  organization duly organized
and existing in good standing under the laws of the State of California,  and it
has full power and authority to carry out all of the  transactions  contemplated
by this Agreement and all other agreement,  certificates or instruments executed
and delivered in connection herewith.

         (ii) No Violation. Neither the execution nor delivery of this agreement
or any other  agreements,  certificates  or  instruments  executed and delivered
herewith, nor the performance of the transactions contemplated hereby constitute
or will  constitute a violation of , be in conflict with, or a default under any
term or provision of the  governing  instruments  or Lessor or any  agreement or
commitment to which Lessor is bound, or any judgment,  decree, order, regulation
or rule of any court or governmental authority, or consent of any federal, state
or local  authority is required in connection with the execution and delivery of
this Agreement or any other agreements, certificates or instruments executed and
delivered  herewith  or with the  performance  of the  transaction  contemplated
hereby.

         B)  Representations  and  Warranties of Lessee.  Lessee  represents and
warrants to Lessor as follows:

         (ii)  Organization.  Lessee is duly organized,  validly existing and in
good standing under the laws of the State of its  incorporation  and it has full
power  and  authority  to  own  property  and  carry  all  of  the  transactions
contemplated  by this  Agreement,  and all  other  agreements,  certificates  or
instruments executed and delivered by Lessee in connection herewith.

         (ii) Corporation Action; Valid and Binding Agreements. Lessee has taken
all corporate  action  necessary to authorize the execution and delivery of this
Agreement and all other  agreements,  certificates  or instruments  executed and
delivered in connection  herewith.  Upon execution and delivery,  this Agreement
and all other agreements,  certificates or instruments executed and delivered by
Lessee in connection  herewith will constitute  valid and binding  agreements of
Lessee enforceable in accordance with their respective terms.

         (iii)  Litigation  and  Investigations.   There  is  no  action,  suit,
proceeding  or  investigation  pending  or, to the best of  Lessee's  knowledge,
threatened  against Lessee, its principals or related entities before any court,
administrative  agency or other  governmental body, and Lessee does not know nor
is aware of any  reason  for  commencement  of any such  action,  proceeding  or
investigation.

         (iv)  Misrepresentation  of  Material  Fact.  To the  best of  Lessee's
knowledge,  information  and believe,  no document or contract that was shown to
Lessor and which in any way  affects any of the  properties,  assets or proposed
transactions  of Lessee as such relates to this  Agreement,  no  certificate  or
statement furnished by or on behalf of Lessee in connection with this Agreement,
nor this  Agreement  itself  contains any untrue  statement of material  fact or
omits to state a material fact which would make the statements  contained herein
misleading.


<PAGE>

         C) Survival or Representations and Warranties.  The representations and
warranties  contained in this Agreement shall be deemed to be continuing  during
the Initial terms of this Agreement, and each Party shall have the duty promptly
to  notify  the  notify  the  other of any  event or  circumstance  which  might
reasonably  be  deemed  to  constitute  a breach  of or lead to a breach  of its
warranties  or  representations  hereunder.  The  waiver by either  Party of any
breach of any presentation or warranty under this Agreement shall not constitute
a waiver of any other representation or warranty or of any failure in the future
by the other Party to fulfill such representation or warranty.

10. TERMINATION.

         A)  Termination  of FCC  Authorization.  Without  further  liability to
either Lessor or Lessee,  this Agreement  shall  terminate in the event that for
any reason (i) Lessor shall not be licensed on the leased ITFS Channels, or (ii)
the FCC  shall  terminate  or  diminish  Lessor's  authority  to lease  the ITFS
Channels in accordance with the terms of this Agreement.

         B) Termination by Reason of Default or Nonperformance. At the option of
the  non-defaulting  party,  this Agreement may be terminated  upon the material
breach  or  default  by the  defaulting  party  of its  duties  and  obligations
hereunder is such breach or default is not cured by such defaulting party and is
breach or default shall  continue for a period of thirty (30)  consecutive  days
after such defaulting  party's receipt of notice thereof from the non-defaulting
party.  It is  understood  and agreed  that any failure on the part of Lessee to
make any payment required under Paragraph 6 hereof shall be a material breach of
default of its duties  and  obligations  hereunder.  It is also  understood  and
agreed  that any  consequences  resulting  from the loss of local  participating
receive sites shall not be considered a material  breach or default by Lessor of
its duties and obligations hereunder.

         C) Remedies to Continue.  In the event of termination of this Agreement
pursuant to Paragraph 10(B),  such termination  shall not affect or diminish the
rights or claims or remedies available in equity or at law to the non-defaulting
party arising by reason of a breach or default of this  Agreement.  However,  no
liability  shall arise on the part of Lessor or Lessee upon  termination of this
Agreement  pursuant to Paragraph  10(A) except where the loss of the FCC license
occurs as a result of the default of either party.

11. TRANSFER OF RIGHTS AND OBLIGATIONS.

         Lessee  shall have the right to assign  its rights  under this lease as
collateral for any financing  arrangements it makes.  Lessee shall also have the
right to pledge the Leased  Equipment  as  collateral  security for any loans it
makes; provided,  however, that any pledge of the Leased Equipment shall be made
subject to the provisions of this lease.  Lessee shall further have the right to
subcontract  any  portion  of  its  obligations  under  this  Agreement  to  any
partnership,  joint  venture,  corporation  or entity  which  Lessee may choose,
provided  that Lessee gives Lessor  notice of any proposed  subcontracting  and,
provided  further,  that  no  such  subcontracting  shall  release  Lessee  from
fulfilling all of its obligations  under this  Agreement.  Lessee shall have the
right to assign or transfer its rights,  benefits,  duties and obligations under
this Agreement to a commonly-owned  company without the prior consent of Lessor.
Apart from the  foregoing,  neither  party may assign or  transfer  its  rights,
benefits,  duties or obligations  under this Agreement without the prior written
consent of the other, which consent shall not be unreasonably witheld.

12. INDEMNIFICATION.

         A) By Lessor.  To the extent permitted by state and federal law and its
charter or by-laws,  Lessor shall forever protect,  save and keep Lessee and its
permitted  successors and assigns harmless and indemnify Lessor against and from
any  and  all  claims,  demands,   losses,  costs,  damages,  suits,  judgments,
penalties, expenses and liabilities or any kind or nature whatsoever,  including
reasonable  attorneys'  fees,  arising  directly  or  indirectly  out of (i) the
willful  misconduct of Lessor,  its agents or employees,  in


<PAGE>

connection  with  the  performance  of  this  Agreement;  (ii)  any  programming
transmitted by Lessor during any of Lessor's Airtime.

         B) By Lessee.  To the extent permitted by state and federal law and its
charter or by-laws,  Lessor shall forever protect,  save and keep Lessee and its
permitted  successors and assigns harmless and indemnify Lessor against and from
any  and  all  claims,  demands,   losses,  costs,  damages,  suits,  judgments,
penalties, expenses and liabilities or any kind or nature whatsoever,  including
reasonable  attorneys'  fees,  which arise directly or indirectly out of (i) the
negligence  or  willful  misconduct  of  Lessee,  its  agents or  employees,  in
connection  with  the  performance  of  this  Agreement;  (ii)  any  programming
transmitted by Lessee or any of its authorized agents or subcontractors with the
public,  third parties and subscribers to the Lessee's  programming  service; or
(iv) any  maintenance,  installation  or other work  performed  by Lessee or any
authorized agent or subcontractor under this Agreement.

         C) Notice of Claim; Defense of Claim. Each party shall notify the other
of any such claim  promptly  upon  receipt of same.  Either  party  (hereinafter
referred to as  appropriate  the  "Indemnitor"  or  Indemnitee")  shall have the
option to defend,  at its own expense,  any claims arising under this Paragraph.
In Indemnitor  assumes the defense of any such claim,  Indemnitee shall delegate
complete  and sole  authority  to the  Indemnitor  to defend or settle  same and
Indemnitee shall cooperate with Indemnitor in the defense thereof.

13) INSURANCE.

         A) Policies Required. At its expense,  Lessee shall secure and maintain
with financially reputable insurers,  one or more policies of insurance insuring
the Leased  Equipment  and Lessee's  utilization  of the ITFS  Channels  against
casualty and other losses of the kinds  customarily  insured against by firms of
established reputations engaged in the same or similar line of business, or such
types and in such amounts as are customarily carried under similar circumstances
by such firms, including,  without limitation: (i) "All Risk" property insurance
covering  the ITFS  Equipment  and the  common  Equipment  to the  extent of one
hundred  percent  (100%) of its full  replacement  value  without  deduction for
depreciation:  (ii)  comprehensive  general public liability  insurance covering
liability  resulting  from  lessee's  operation  of  the  ITFS  equipment  on an
occurrence  basis  having  minimum  limits of liability in an amount of not less
than One Million Dollars  ($1,000,000.00) for bodily injury,  personal injury or
death to any  person or  persons  in any one  occurrence,  and not less than Two
Million Dollars ($2,000,000.00) in the aggregate for all such losses during each
policy year, and not less than Three Hundred Thousand Dollars ($300,000.00) with
respect  to  damage  to  property;  (ii) all  workers  compensation,  automobile
liability and similar insurance required by law.

         B) Insurance Policy Forms.  All policies of insurance  required by this
Paragraph shall, whre appropriate,  designate Lessor as either the insured party
or as a named additionally  insured party, shall be written as primary policies,
not  contributory  with and not in excess of any  coverage  which  Lessor  shall
carry, and shall contain a provision that the issuer shall give to Lessor thirty
(30) days prior written notice of any cancellation or lapse of such insurance or
of any change in the coverage thereof.

         C) Proof of  Insurance.  Executed  copies of the  policies of insurance
required under this section or certificates thereof shall be delivered to Lessor
not later than ten (10) after execution of this agreement.  Lessee shall furnish
Lessor  evidence  of renewal of each such policy not later than thirty (30) days
prior to the expiration of the term thereof.


79. RELATIONSHIP OF PARTIES.

         By the provisions of this Agreement,  Lessor and Lessee intend to enter
an airtime lease relationship and not a joint venture.  They will carry out this
Agreement to preserve that intent.  Neither party shall represent  itself as the
<PAGE>

other party, nor as having any relationship  with one another,  except as Lessor
and Lessee under the terms of this Agreement.

80. EQUIPMENT PURCHASE.

     K)   Lessor's  Option to  Purchase.  In the event  that this  Agreement  is
          terminated,  Lessor  shall  have the  option to  purchase  the  Leased
          Equipment used  exclusively  for Lessor's ITFS license.  Any equipment
          which is used in a shared fashion (such as transmit antenna,  decoders
          and  combiners) in providing  signals other than Lessor's  signals are
          excluded  from this  option to  purchase.  The intent of the  purchase
          option provided for in Paragraphs  16(A) is to provide Lessor with the
          capability  to  continue  to perform on  Lessor's  ITFS  license.  The
          purchase price shall be the market value of such equipment noted above
          as determined by mutual  agreement or by averaging the values obtained
          from two (2) appraisals,  with one appraiser each chosen by Lessor and
          Lessee.


     L)   Lessee's Option to Purchase. If during the terms of this Agreement the
          FCC  modifies  its rules so as to  enable  Lessee  to be  licensed  to
          operate  the  ITFS  frequencies,  Lessee  shall  have a right of first
          refusal  to  acquire  such  licenses  subject  to the same  terms  and
          conditions as the right provided for in Paragraph 1(B).

81. NON-DISCLOSURE

         Lessor  acknowledges that there may be made available to it pursuant to
this Agreement proprietary information of Lessee relating to the encoding and/or
decoding  system  associated  with the ITFS channel  equipment  and its patented
processes including, but not limited to, improvements,  innovations, adaptation,
inventions,  results of experimentation,  processes and methods,  whether or not
deemed  patentable,  and certain  business and marketing  techniques (all herein
referred  to as  "Confidential  Information").  Lessor  acknowledges  that  this
Confidential Information has been developed by Lessee at considerable effort and
expense  and  represents  special,  unique and  valuable  proprietary  assets of
Lessee,  the  value of which may be  destroyed  by  unauthorized  dissemination.
Accordingly, Lessor covenants and agrees that, except as may be required for the
performance  of this  Agreement or by law or court order,  neither it nor any of
its agents or affiliates  shall  disclose such  Confidential  Information to any
third person, firm, corporation or other entity for any reason whatsoever,  such
undertaking to be enforceable by injunctive or other equitable relief to prevent
any violation or threatened violation thereof.

82. NON-COMPETITION

         During  the  term of this  Agreement,  Lessor  agrees  not to  transmit
programming or to lease or sublease any channel  capacity on its ITFS Facilities
for the  transmission  of programming  that is competitive  with the programming
transmitted by Lessee.

83. FORCE MAJEURE

         If by reason  of Force  Majeure  either  party is unable in whole or in
part to perform  its  obligations  hereunder,  the party  shall not be deemed in
violation of default during the period of such  inability.  As used herein,  the
phrase "Force  Majeure",  shall mean the  following:  act of God, acts of public
enemies, orders of any branch of the government of the United States of America,
any state or any political  subdivisions,  thereof which are not the result of a
breach of this Agreement, orders of any military authority insurrections, riots,
epidemics,  fires, civil disturbances,  explosions,  or any other cause or event
not reasonably within control of the adversely affected party.

84. CONDITION PRECEDENT

         This  Agreement is  conditional on the issuance of a Final Order by the
FCC granting  Lessor a  construction  permit for the ITFS Channels in the Market
from the Transmission Site. By "Final Order" the parties mean an action or order
of the FCC which is not reversed, stayed, enjoined, vacated, set aside, annulled
or   suspended   and  with  respect  to  which  no   timely-filed   request  for
administrative or judicial review is pending and as to which the time for filing
any such request,  or for the FCC to set aside the action on its own motion, has
expired.


<PAGE>

85. NOTICE

         Any notice  required to be given to Lessor under any  provision of this
Agreement  shall be delivered  personally or by certified  mail to Lessor at the
address first written above. Any notice required to be given to Lessee under any
provision of this Agreement  shall be delivered  personally or by certified mail
to Lessee at the address first written above.

86. SEVERABILITY

         Should  any  court  or  agency  determine  that any  provision  of this
Agreement is invalid, the remainder of the Agreement shall remain in effect.

87. WAIVER

         A waiver by either  Lessor  or Lessee of a breach of any  provision  of
this  Agreement  shall not be deemed to  constitute a waiver of any preceding or
subsequent breach of the same provision or of any other provision.

88. PAYMENT OF EXPENSES AND SIGNING FEES

         A signing fee of One Dollar ($1) shall be paid to Lessor.  Lessee shall
pay all costs and expenses  incident to fulfilling or modifying this  Agreement,
such as,  attorneys'  fees or, if  necessary,  any travel  expenses  approved in
advance by Lessee, FCC filing fees, and engineering costs.

89. VENUE AND GOVERNING LAW

         Venue for any cause of  action  brought  by or  between  Lessor  and/or
Lessee  relating to this Agreement  shall be in California and all provisions of
this Agreement  shall be construed under the laws of the State of California and
County of Lessor.

90. COUNTERPARTS

         This  Agreement  may be  executed in one or more  counterparts  each of
which shall be deemed an original, but all of which shall constitute one and the
same  instrument,  and shall become  effective  when each of the parties  hereto
shall have  delivered to it this  Agreement  duly  executed by each of the other
parties hereto.

91. ENTIRE AGREEMENT

         This Agreement constitutes the entire Agreement between the parties and
supersedes all prior oral or written provisions of any kind. The parties further
agree that this  Agreement may only be modified by written  Agreement  signed by
both parties.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on
this day of July 1st, 1999.


SHEKINAH NETWORK



By: ______________________________
Name:  Charles J. McKee
Title:  President


WORLD WIDE WIRELESS COMMUNICATIONS, INC.



By: ______________________________
Name:  Douglas P. Haffer
Title:  President



<PAGE>




Address for Notices:

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


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


World Wide Wireless Communications, Inc.
One Post Street Suite 2600
San Francisco, CA 94104
Phone:  (415) 981- 7777
Fax:  (415) 391-3199




<PAGE>


                                    EXHIBIT A



                               Schedule of Airtime





<PAGE>


                                    EXHIBIT B


                                  Receive Sites


         There shall be attached hereto and  incorporated by reference a copy of
FCC Form 330 Section IV listing Lessor" receive sites.




<PAGE>


                                    EXHIBIT C


                                Leased Equipment


Noted below is a list of equipment that Lessee is leasing to Lessor:

(11)     Four (4) ITFS tansmitters and related hardware

(12)     Lessor's ITFS receive site antennas and related hardware

*(3)     Combining network, transmission line and antenna


*Common Equipment





<PAGE>


                                    EXHIBIT D


                            Service and Royalty Fees


         1.  Lessor's Service Fee

         Services Provided                                          Annual Fee
         -----------------                                          ----------

(p)      Lease of Leased Equipment [6(A)]                           $1.00

(q)      Maintenance of Leased Equipment [3(D)]                     $1.00

(r)      Lease of space at Primary Transmission Site [3A)]          $1.00


         2.  Lessee's Subscriber Royalty Fee

Lessee shall pay Lessor a minimum  monthly  Transmission  Fee 5% of the system's
Gross  receipts  or a monthly  minimum  payment of $500 per month  whichever  is
greater.


Payment shall be as follows: Commencing on the Execution (Effective) Date and as
defined in Paragraph 6)B, payments for each month shall be made by the twentieth
(20th) day of the following month.




<PAGE>


                                    EXHIBIT E


                                   Programming

In addition to digital data  services,  such as the  Internet or  Intranet,  the
following  is a list of video  programming  services  Lessee  may  provide  over
Lessee's System.

TLC - The Leaning Channel
TWC - The Weather Channel
Lifetime
ESPN - Sports
AMC - American  Movie  Classics
SCOLA
WHTN - World Harvest  Television  Network
ECO - Galavision
CNN - Cable News Network
CNN - Headline News
C-Span I
C-Span II
BET - Black Entertainment  Network
CNBC - Consumer News & Business Channel
Nickelodeon
The Discovery Channel
A&E - Arts and Entertainment
The Family Channel
The Disney Channel
PBS - Public  Broadcasting  Service
TBN - Trinity  Broadcasting  Network
TNIN  - The  New  Inspirational  Network
ME/U  -  Mind  Extension  Network
The International  Channel
BRAVO Network
The Travel Channel
Family Network
Keystone Inspirational Network