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Acquisition Agreement - BBMF CORP - 1-5-2001

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Acquisition Agreement - BBMF CORP - 1-5-2001 Powered By Docstoc
					ACQUISITION AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 10, 2000 BETWEEN WORLDWIDE WIRELESS NETWORKS, INC. AND TARRAB CAPITAL GROUP
TABLE OF CONTENTS

ARTICLE 1. The Merger 4 Section 1.1. The Merger Section 1.2. Effective Time Section 1.3. Closing of the Merger Section 1.4. Effects of the Merger Section 1.5. Board of Directors and Officers of WWNI Section 1.6. Conversion of Shares Section 1.7. Exchange of Certificates Section 1.8. Taking of Necessary Action; Further Action

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ARTICLE 2. Representations and Warranties of WWNI 6 Section 2.1. Organization and Qualification Section 2.2. Capitalization of WWNI Section 2.3.Authority Relative to this Agreement; Recommendation. Section 2.4. SEC Reports; Financial Statements Section 2.5. Information Supplied Section 2.6. Consents and Approvals; No Violations Section 2.7. No Default Section 2.8. No Undisclosed Liabilities; Absence of Changes Section 2.9. Litigation Section 2.10. Compliance with Applicable Law Section 2.11. Employee Benefit Plans; Labor Matters Section 2.12. Environmental Laws and Regulations Section 2.13. Tax Matters Section 2.14. Title To Property Section 2.15. Intellectual Property Section 2.16. Insurance Section 2.17. Vote Required Section 2.18. Tax Treatment Section 2.19. Affiliates Section 2.20. Certain Business Practices Section 2.21. Insider Interests Section 2.22. Opinion of Financial Adviser Section 2.23. Brokers Section 2.24. Disclosure Section 2.25. No Existing Discussion Section 2.26. Material Contracts

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ARTICLE 3. Representations and Warranties of TCG. 12 Section 3.1. Organization and Qualification Section 3.2. Capitalization of TCG Section 3.3.Authority Relative to this Agreement; Recommendation Section 3.4. SEC Reports; Financial Statements Section 3.5. Information Supplied Section 3.6. Consents and Approvals; No Violations Section 3.7. No Default Section 3.8 No Undisclosed Liabilities; Absence of Changes Section 3.9. Litigation Section 3.10. Compliance with Applicable Law Section 3.11. Employee Benefit Plans; Labor Matters Section 3.12. Environmental Laws and Regulations

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ARTICLE 3. Representations and Warranties of TCG. 12 Section 3.1. Organization and Qualification Section 3.2. Capitalization of TCG Section 3.3.Authority Relative to this Agreement; Recommendation Section 3.4. SEC Reports; Financial Statements Section 3.5. Information Supplied Section 3.6. Consents and Approvals; No Violations Section 3.7. No Default Section 3.8 No Undisclosed Liabilities; Absence of Changes Section 3.9. Litigation Section 3.10. Compliance with Applicable Law Section 3.11. Employee Benefit Plans; Labor Matters Section 3.12. Environmental Laws and Regulations Section 3.13. Tax Matters Section 3.14. Title to Property Section 3.15. Intellectual Property Section 3.16. Insurance Section 3.17. Vote Required Section 3.18. Tax Treatment Section 3.19. Affiliates Section 3.20. Certain Business Practices Section 3.21. Insider Interests Section 3.22. Opinion of Financial Adviser Section 3.23. Brokers Section 3.24. Disclosure Section 3.25. No Existing Discussions Section 3.26. Material Contracts ARTICLE 4. Covenants Section 4.1. Section 4.2. Section 4.3. Section 4.4. Section 4.5. Section 4.6. Section 4.7. Section 4.8. Section 4.9. Section 4.10. 19 Conduct of Business of WWNI Conduct of Business of TCG Preparation of 8-K Other Potential Acquirers Meetings of Stockholders NASD OTC:BB Listing Access to Information Additional Agreements; Reasonable Efforts. Indemnification Notification of Certain Matters

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ARTICLE 5. Conditions to Consummation of the Merger 24 Section 5.1. Conditions to each Party's Obligation to Effect the Merger Section 5.2. Conditions to the Obligations of WWNI 24 Section 5.3. Conditions to the Obligations of TCG 24

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ARTICLE 6. Termination; Amendment; Waiver Section 6.1. Section 6.2. Section 6.3. Section 6.4. Section 6.5.

25 Termination Effect of Termination Fees and Expenses Amendment Extension; Waiver

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ARTICLE 7. Miscellaneous 26 Section 7.1. Nonsurvival of Representations and Warranties Section 7.2. Entire Agreement; Assignment Section 7.3. Validity Section 7.4. Notices Section 7.5. Governing Law Section 7.6. Descriptive Headings Section 7.7. Parties in Interest Section 7.8. Certain Definitions Section 7.9. Personal Liability Section 7.10. Specific Performance Section 7.11. Counterparts

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AGREEMENT AND PLAN OF MERGER

ARTICLE 6. Termination; Amendment; Waiver Section 6.1. Section 6.2. Section 6.3. Section 6.4. Section 6.5.

25 Termination Effect of Termination Fees and Expenses Amendment Extension; Waiver

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ARTICLE 7. Miscellaneous 26 Section 7.1. Nonsurvival of Representations and Warranties Section 7.2. Entire Agreement; Assignment Section 7.3. Validity Section 7.4. Notices Section 7.5. Governing Law Section 7.6. Descriptive Headings Section 7.7. Parties in Interest Section 7.8. Certain Definitions Section 7.9. Personal Liability Section 7.10. Specific Performance Section 7.11. Counterparts

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AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this "Agreement"), dated as of February 10, 2000, is between WORLDWIDE WIRELESS NETWORKS, INC., a Nevada corporation ("WWNI"), and TARRAB CAPITAL GROUP, a Nevada corporation ("TCG"). Whereas, the Boards of Directors of WWNI and TCG each have, in light of and subject to the terms and conditions set forth herein, (i) determined that the Merger (as defined below) is fair to their respective stockholders and in the best interests of such stockholders and (ii) approved the Merger in accordance with this Agreement; Whereas, for Federal income tax purposes, it is intended that the Merger qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"); and Whereas, WWNI and TCG desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger. Now, therefore, in consideration of the promises and the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, WWNI and TCG hereby agree as follows: ARTICLE I The Merger Section 1.1. The Merger. At the Effective Time (as defined below) and upon the terms and subject to the conditions of this Agreement and in accordance with the General Corporation Law of the State of Nevada (the "NGCL"), TCG shall be merged with and into WWNI (as defined below) (the ``Merger"). Following the Merger, WWNI shall continue as the surviving corporation (the "Successor Corporation"), shall continue to be governed by the laws of the jurisdiction of its incorporation or organization and the separate corporate existence of TCG shall cease to exist. Prior to the Effective Time, the parties hereto shall mutually agree as to the name of the Successor Corporation; however, initially the Successor Corporation shall be named WORLDWIDE WIRELESS NETWORKS, INC., a Nevada corporation. The Merger is intended to qualify as a tax-free reorganization under Section 368 of the Code as relates to the non-cash exchange of stock referenced herein. Section 1.2. Effective Time. Subject to the terms and conditions set forth in this Agreement, a Certificate of Merger (the "Merger Certificate") shall be duly executed and acknowledged by each of TCG and WWNI, and thereafter the Merger Certificate reflecting the Merger shall be delivered to the Secretary of State of the State of Nevada for filing pursuant to the NGCL on the Closing Date (as defined in Section 1.3). The Merger shall become effective at such time as a properly executed and certified copy of the Merger Certificate is duly filed by the Secretary of State of the State of Nevada in accordance with the NGCL or such later time as the parties may

AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this "Agreement"), dated as of February 10, 2000, is between WORLDWIDE WIRELESS NETWORKS, INC., a Nevada corporation ("WWNI"), and TARRAB CAPITAL GROUP, a Nevada corporation ("TCG"). Whereas, the Boards of Directors of WWNI and TCG each have, in light of and subject to the terms and conditions set forth herein, (i) determined that the Merger (as defined below) is fair to their respective stockholders and in the best interests of such stockholders and (ii) approved the Merger in accordance with this Agreement; Whereas, for Federal income tax purposes, it is intended that the Merger qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"); and Whereas, WWNI and TCG desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger. Now, therefore, in consideration of the promises and the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, WWNI and TCG hereby agree as follows: ARTICLE I The Merger Section 1.1. The Merger. At the Effective Time (as defined below) and upon the terms and subject to the conditions of this Agreement and in accordance with the General Corporation Law of the State of Nevada (the "NGCL"), TCG shall be merged with and into WWNI (as defined below) (the ``Merger"). Following the Merger, WWNI shall continue as the surviving corporation (the "Successor Corporation"), shall continue to be governed by the laws of the jurisdiction of its incorporation or organization and the separate corporate existence of TCG shall cease to exist. Prior to the Effective Time, the parties hereto shall mutually agree as to the name of the Successor Corporation; however, initially the Successor Corporation shall be named WORLDWIDE WIRELESS NETWORKS, INC., a Nevada corporation. The Merger is intended to qualify as a tax-free reorganization under Section 368 of the Code as relates to the non-cash exchange of stock referenced herein. Section 1.2. Effective Time. Subject to the terms and conditions set forth in this Agreement, a Certificate of Merger (the "Merger Certificate") shall be duly executed and acknowledged by each of TCG and WWNI, and thereafter the Merger Certificate reflecting the Merger shall be delivered to the Secretary of State of the State of Nevada for filing pursuant to the NGCL on the Closing Date (as defined in Section 1.3). The Merger shall become effective at such time as a properly executed and certified copy of the Merger Certificate is duly filed by the Secretary of State of the State of Nevada in accordance with the NGCL or such later time as the parties may agree upon and set forth in the Merger Certificate (the time at which the Merger becomes effective shall be referred to herein as the "Effective Time"). Section 1.3. Closing of the Merger. The closing of the Merger (the "Closing") will take place at a time and on a date to be specified by the parties, which shall be no later than the second business day after satisfaction of the latest to occur of the conditions set forth in Article 5 (the "Closing Date"), at the offices of Sperry Young & Stoecklein, 1850 E. Flamingo Rd., Suite 111, Las Vegas, Nevada, unless another time, date or place is agreed to in writing by the parties hereto. Section 1.4. Effects of the Merger. The Merger shall have the effects set forth in the NGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers of TCG shall vest in the Successor Corporation, and all debts, liabilities and duties of TCG shall become the debts, liabilities and duties of the Successor Corporation.

Section 1.5. Board of Directors and Officers of WWNI. At or prior to the Effective Time, each of TCG and WWNI agrees to take such action as is necessary (i) to cause the number of directors comprising the full Board

Section 1.5. Board of Directors and Officers of WWNI. At or prior to the Effective Time, each of TCG and WWNI agrees to take such action as is necessary (i) to cause the number of directors comprising the full Board of Directors of WWNI to remain the same Section 1.6. Conversion of Shares. At the Effective Time, each share of common stock, par value $.001 per share of TCG (individually a "TCG Share" and collectively, the "TCG Shares") issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of TCG, WWNI, or the holder thereof, be converted into and shall become fully paid and nonassessable WWNI common shares determined by issuing one (1) share of WWNI common share for every 1000 shares of TCG. Section 1.7. Exchange of Certificates. (a) Prior to the Effective Time, WWNI shall enter into an agreement with, and shall deposit with, Sperry Young & Stoecklein, or such other agent or agents as may be satisfactory to WWNI and TCG (the "Exchange Agent'), for the benefit of the holders of TCG Shares, for exchange through the Exchange Agent in accordance with this Article I: (i) certificates representing the appropriate number of WWNI Shares to be issued to holders of TCG Shares issuable pursuant to Section 1.6 in exchange for outstanding TCG Shares. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding TCG Shares (the "Certificates") whose shares were converted into the right to receive WWNI Shares pursuant to Section 1.6: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as TCG and WWNI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing WWNI Shares. Upon surrender of a Certificate to the Exchange Agent, together with such letter of transmittal, duly executed, and any other required documents, the holder of such Certificate shall be entitled to receive in exchange therefore a certificate representing that number of whole WWNI Shares, which such holder has the right to receive pursuant to the provisions of this Article I, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of TCG Shares which are not registered in the transfer records of TCG, a certificate representing the proper number of WWNI Shares may be issued to a transferee if the Certificate representing such TCG Shares is presented to the Exchange Agent accompanied by all documents required by the Exchange Agent or WWNI to evidence and effect such transfer and by evidence that any applicable stock transfer or other taxes have been paid. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing WWNI Shares as contemplated by this Section 1.7. (c) No dividends or other distributions declared or made after the Effective Time with respect to WWNI Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the WWNI Shares represented thereby until the holder of record of such Certificate shall surrender such Certificate. (d) In the event that any Certificate for TCG Shares or WWNI Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange therefore, upon the making of an affidavit of that fact by the holder thereof such WWNI Shares and cash in lieu of fractional WWNI Shares, if any, as may be required pursuant to this Agreement; provided, however, that WWNI or the Exchange Agent, may, in its respective discretion, require the delivery of a suitable bond, opinion or indemnity. (e) All WWNI Shares issued upon the surrender for exchange of TCG Shares in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such TCG Shares. There shall be no further registration of transfers on the stock transfer books of TCG of the TCG Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates of TCG are presented to WWNI for any reason, they shall be canceled and exchanged as provided in this Article I. (f) No fractional WWNI Shares shall be issued in the Merger, but in lieu thereof each holder of TCG Shares otherwise entitled to a fractional WWNI Share shall, upon surrender of its, his or her Certificate or Certificates, be entitled to receive an additional share to round up to the nearest round number of shares.

Section 1.8. Taking of Necessary Action; Further Action. If, at any time after the Effective Time, TCG or WWNI reasonably determines that any deeds, assignments, or instruments or confirmations of transfer are necessary or desirable to carry out the purposes of this Agreement and to vest WWNI with full right, title and possession to all assets, property, rights, privileges, powers and franchises of TCG, the officers and directors of WWNI and TCG are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary or desirable action. ARTICLE 2 Representations and Warranties of WWNI Except as set forth on the Disclosure Schedule delivered by WWNI to TCG (the "WWNI Disclosure Schedule"), WWNI hereby represents and warrants to TCG as follows: Section 2.1. Organization and Qualification. (a) WWNI is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, has 300 or more round lot (100 or more shares) stockholders and has all requisite power and authority to own, lease and operate its properties and to carry on its businesses as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a Material Adverse Effect (as defined below) on WWNI. When used in connection with WWNI, the term "Material Adverse Effect" means any change or effect (i) that is or is reasonably likely to be materially adverse to the business, results of operations, condition (financial or otherwise) or prospects of WWNI, other than any change or effect arising out of general economic conditions unrelated to any business in which WWNI is engaged, or (ii) that may impair the ability of WWNI to perform its obligations hereunder or to consummate the transactions contemplated hereby. (b) WWNI has heretofore delivered to TCG accurate and complete copies of the Articles of Incorporation and Bylaws (or similar governing documents), as currently in effect, of WWNI. Except as set forth on Schedule 2.1 of the WWNI Disclosure Schedule, WWNI is duly qualified or licensed and in good standing to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not have a Material Adverse Effect on WWNI. Section 2.2. Capitalization of WWNI. (a) The authorized capital stock of WWNI consists of: (i) Fifty Million (50,000,000) Authorized Shares of Common Stock, $0.001 par value, 12,049,988 Common shares are issued and outstanding as of February 9, 2000, and held by 300 or more round lot (100 or more shares) stockholders; (ii) no Preferred Shares are authorized. Pursuant to the Merger Agreement WWNI will issue 5,000 shares of 144 restricted common stock to the stockholder of TCG. All of the outstanding WWNI Shares have been duly authorized and validly issued, and are fully paid, nonassessable and free of preemptive rights. Except as set forth herein, as of the date hereof, there are no outstanding (i) shares of capital stock or other voting securities of WWNI, (ii) securities of WWNI convertible into or exchangeable for shares of capital stock or voting securities of WWNI, (iii) options or other rights to acquire from WWNI, except as set forth in 2.2(a) of the Disclosure Schedule, and, no obligations of WWNI to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of WWNI, and (iv) equity equivalents, interests in the ownership or earnings of WWNI or other similar rights (collectively, "WWNI Securities"). As of the date hereof, except as

set forth on Schedule 2.2(a) of the WWNI Disclosure Schedule there are no outstanding obligations of WWNI or its subsidiaries to repurchase, redeem or otherwise acquire any WWNI Securities or stockholder agreements, voting trusts or other agreements or understandings to which WWNI is a party or by which it is bound relating to the voting or registration of any shares of capital stock of WWNI. For purposes of this Agreement, ``Lien" means, with respect to any asset (including, without limitation, any security) any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

set forth on Schedule 2.2(a) of the WWNI Disclosure Schedule there are no outstanding obligations of WWNI or its subsidiaries to repurchase, redeem or otherwise acquire any WWNI Securities or stockholder agreements, voting trusts or other agreements or understandings to which WWNI is a party or by which it is bound relating to the voting or registration of any shares of capital stock of WWNI. For purposes of this Agreement, ``Lien" means, with respect to any asset (including, without limitation, any security) any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. (b) The WWNI Shares constitute the only class of equity securities of WWNI registered or required to be registered under the Exchange Act. (c) WWNI does not own directly or indirectly more than fifty percent (50%) of the outstanding voting securities or interests (including membership interests) of any entity, other than as specifically disclosed in the disclosure documents. Section 2.3. Authority Relative to this Agreement; Recommendation. WWNI has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of WWNI (the "WWNI Board") and no other corporate proceedings on the part of WWNI are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by WWNI and constitutes a valid, legal and binding agreement of WWNI, enforceable against WWNI in accordance with its terms. Section 2.4. SEC Reports; Financial Statements. SEC Reports; Financial Statements. (a) WWNI has filed a Form 10SB with the Securities and Exchange Commission (the "SEC") on November 8, 1999, which has complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act (and the rules and regulations promulgated thereunder, respectively), as in effect on the date such form was filed. WWNI has heretofore delivered or promptly will deliver prior to the Effective Date to TCG, in the form filed with the SEC (including any amendments thereto but excluding any exhibits), (i) its Form 10SB filed November 8, 1999, (ii) all definitive proxy statements relating to WWNI's meetings of stockholders (whether annual or special) held since November 8, 1999, if any, and (iii) all other reports or registration statements filed by WWNI with the SEC since December 31, 1999 (all of the foregoing, collectively, the "WWNI SEC Reports"). None of such WWNI SEC Reports, including, without limitation, any financial statements or schedules included or incorporated by reference therein, contained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of WWNI included in the WWNI SEC Reports fairly present, in conformity with generally accepted accounting principles applied on a consistent basis (except as may be indicated in the notes thereto), the financial position of WWNI as of the dates thereof and its results of operations and changes in financial position for the periods then ended. All material agreements, contracts and other documents required to be filed as exhibits to any of the WWNI SEC Reports have been so filed. (b) WWNI has heretofore made available or promptly will make available to TCG a complete and correct copy of any amendments or modifications which are required to be filed with the SEC but have not yet been filed with the SEC, to agreements, documents or other instruments which previously had been filed by WWNI with the SEC pursuant to the Exchange Act. Section 2.5. Information Supplied. None of the information supplied or to be supplied by WWNI for inclusion or incorporation by reference in connection with the Merger will at the date presented to the stockholder of TCG and at the times of the meeting or meetings of stockholders of WWNI to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Section 2.6. Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act,

state securities or blue sky laws, the Hart-Scott-Rodino Antitrust Improvements Act of 1916, as amended (the ``HSR Act''), the rules of the National Association of Securities Dealers, Inc. ("NASD"), the filing and recordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the WWNI Disclosure Schedule no filing with or notice to, and no permit,

authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity") is necessary for the execution and delivery by WWNI of this Agreement or the consummation by WWNI of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on WWNI. Except as set forth in Section 2.6 of the WWNI Disclosure Schedule, neither the execution, delivery and performance of this Agreement by WWNI nor the consummation by WWNI of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Articles of Incorporation or Bylaws (or similar governing documents) of WWNI, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which WWNI is a party or by which any of its properties or assets may be bound, or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to WWNI or any of its properties or assets, except in the case of (ii) or (iii) for violations, breaches or defaults which would not have a Material Adverse Effect on WWNI. Section 2.7. No Default. Except as set forth in Section 2.7 of the WWNI Disclosure Schedule, WWNI is not in breach, default or violation (and no event has occurred which with notice or the lapse of time or both would constitute a breach default or violation) of any term, condition or provision of (i) its Articles of Incorporation or Bylaws (or similar governing documents), (ii) any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which WWNI is now a party or by which any of its respective properties or assets may be bound or (iii) any order, writ injunction, decree, law, statute, rule or regulation applicable to WWNI or any of its respective properties or assets, except in the case of (ii) or (iii) for violations, breaches or defaults that would not have a Material Adverse Effect on WWNI. Except as set forth in Section 2.7 of the WWNI Disclosure Schedule, each note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which WWNI is now a party or by which its respective properties or assets may be bound that is material to WWNI and that has not expired is in full force and effect and is not subject to any material default thereunder of which WWNI is aware by any party obligated to WWNI thereunder. Section 2.8. No Undisclosed Liabilities; Absence of Changes. Except as and to the extent disclosed in the August 31, 1999 unaudited financial statements, none of WWNI or its subsidiaries had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of WWNI and its consolidated subsidiaries (including the notes thereto) or which would have a Material Adverse Effect on WWNI. Except as disclosed by WWNI, none of WWNI or its subsidiaries has incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to WWNI or its subsidiaries having or which could reasonably be expected to have, a Material Adverse Effect on WWNI. Except as and to the extent disclosed by WWNI there has not been (i) any material change by WWNI in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by WWNI of any of its assets having a Material Adverse Effect on WWNI, including, without limitation, any writedown of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.2 of this Agreement had such action or event occurred after the date of this Agreement. Section 2.9. Litigation. Except as set forth in Schedule 2.9 of the WWNI Disclosure Schedule there is no suit, claim, action, proceeding or investigation pending or, to the knowledge of WWNI, threatened against WWNI or any of its subsidiaries or any of their respective properties or assets before any Governmental Entity which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on WWNI or

authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity") is necessary for the execution and delivery by WWNI of this Agreement or the consummation by WWNI of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on WWNI. Except as set forth in Section 2.6 of the WWNI Disclosure Schedule, neither the execution, delivery and performance of this Agreement by WWNI nor the consummation by WWNI of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Articles of Incorporation or Bylaws (or similar governing documents) of WWNI, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which WWNI is a party or by which any of its properties or assets may be bound, or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to WWNI or any of its properties or assets, except in the case of (ii) or (iii) for violations, breaches or defaults which would not have a Material Adverse Effect on WWNI. Section 2.7. No Default. Except as set forth in Section 2.7 of the WWNI Disclosure Schedule, WWNI is not in breach, default or violation (and no event has occurred which with notice or the lapse of time or both would constitute a breach default or violation) of any term, condition or provision of (i) its Articles of Incorporation or Bylaws (or similar governing documents), (ii) any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which WWNI is now a party or by which any of its respective properties or assets may be bound or (iii) any order, writ injunction, decree, law, statute, rule or regulation applicable to WWNI or any of its respective properties or assets, except in the case of (ii) or (iii) for violations, breaches or defaults that would not have a Material Adverse Effect on WWNI. Except as set forth in Section 2.7 of the WWNI Disclosure Schedule, each note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which WWNI is now a party or by which its respective properties or assets may be bound that is material to WWNI and that has not expired is in full force and effect and is not subject to any material default thereunder of which WWNI is aware by any party obligated to WWNI thereunder. Section 2.8. No Undisclosed Liabilities; Absence of Changes. Except as and to the extent disclosed in the August 31, 1999 unaudited financial statements, none of WWNI or its subsidiaries had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of WWNI and its consolidated subsidiaries (including the notes thereto) or which would have a Material Adverse Effect on WWNI. Except as disclosed by WWNI, none of WWNI or its subsidiaries has incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to WWNI or its subsidiaries having or which could reasonably be expected to have, a Material Adverse Effect on WWNI. Except as and to the extent disclosed by WWNI there has not been (i) any material change by WWNI in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by WWNI of any of its assets having a Material Adverse Effect on WWNI, including, without limitation, any writedown of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.2 of this Agreement had such action or event occurred after the date of this Agreement. Section 2.9. Litigation. Except as set forth in Schedule 2.9 of the WWNI Disclosure Schedule there is no suit, claim, action, proceeding or investigation pending or, to the knowledge of WWNI, threatened against WWNI or any of its subsidiaries or any of their respective properties or assets before any Governmental Entity which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on WWNI or could reasonably be expected to prevent or delay the consummation of the transactions contemplated by this Agreement. Except as disclosed by WWNI, none of WWNI or its subsidiaries is subject to any outstanding order, writ, injunction or decree which, insofar as can be reasonably foreseen in the future, could reasonably be expected to have a Material Adverse Effect on WWNI or could reasonably be expected to prevent or delay the consummation of the transactions contemplated hereby.

Section 2.10. Compliance with Applicable Law. Except as disclosed by WWNI, WWNI and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses (the "WWNI Permits"), except for failures to hold such permits, licenses, variances, exemptions, orders and approvals which would not have a Material Adverse Effect on WWNI. Except as disclosed by WWNI, WWNI and its subsidiaries are in compliance with the terms of the WWNI Permits, except where the failure so to comply would not have a Material Adverse Effect on WWNI. Except as disclosed by WWNI, the businesses of WWNI and its subsidiaries are not being conducted in violation of any law, ordinance or regulation of any Governmental Entity except that no representation or warranty is made in this Section 2.10 with respect to Environmental Laws and except for violations or possible violations which do not, and, insofar as reasonably can be foreseen, in the future will not, have a Material Adverse Effect on WWNI. Except as disclosed by WWNI no investigation or review by any Governmental Entity with respect to WWNI or its subsidiaries is pending or, to the knowledge of WWNI, threatened, nor, to the knowledge of WWNI, has any Governmental Entity indicated an intention to conduct the same, other than, in each case, those which WWNI reasonably believes will not have a Material Adverse Effect on WWNI. Section 2.11. Employee Benefit Plans; Labor Matters. (a) Except as set forth in Section 2.11(a) of the WWNI Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained or contributed to at any time by WWNI or any entity required to be aggregated with WWNI pursuant to Section 414 of the Code (each, a "WWNI Employee Plan"), no event has occurred and to the knowledge of WWNI, no condition or set of circumstances exists in connection with which WWNI could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on WWNI. (b) (i) No WWNI Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each WWNI Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Section 2.11(c) of the WWNI Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any WWNI Stock Options, together with the number of WWNI Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Section 2.11(c) of the WWNI Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. WWNI has furnished TCG with complete copies of the plans pursuant to which the WWNI Stock Options were issued. Other than the automatic vesting of WWNI Stock Options that may occur without any action on the part of WWNI or its officers or directors, WWNI has not taken any action that would result in any WWNI Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) WWNI has made available to TCG (i) a description of the terms of employment and compensation arrangements of all officers of WWNI and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating WWNI to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of WWNI who have executed a non-competition agreement with WWNI and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of WWNI with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of WWNI with or relating to its employees which contain change in control provisions all of which are set forth in Section 2.11(d) of the WWNI Disclosure Schedule. (e) There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any WWNI Employee Plan or any agreement or arrangement disclosed under this Section 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement.

Section 2.10. Compliance with Applicable Law. Except as disclosed by WWNI, WWNI and its subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses (the "WWNI Permits"), except for failures to hold such permits, licenses, variances, exemptions, orders and approvals which would not have a Material Adverse Effect on WWNI. Except as disclosed by WWNI, WWNI and its subsidiaries are in compliance with the terms of the WWNI Permits, except where the failure so to comply would not have a Material Adverse Effect on WWNI. Except as disclosed by WWNI, the businesses of WWNI and its subsidiaries are not being conducted in violation of any law, ordinance or regulation of any Governmental Entity except that no representation or warranty is made in this Section 2.10 with respect to Environmental Laws and except for violations or possible violations which do not, and, insofar as reasonably can be foreseen, in the future will not, have a Material Adverse Effect on WWNI. Except as disclosed by WWNI no investigation or review by any Governmental Entity with respect to WWNI or its subsidiaries is pending or, to the knowledge of WWNI, threatened, nor, to the knowledge of WWNI, has any Governmental Entity indicated an intention to conduct the same, other than, in each case, those which WWNI reasonably believes will not have a Material Adverse Effect on WWNI. Section 2.11. Employee Benefit Plans; Labor Matters. (a) Except as set forth in Section 2.11(a) of the WWNI Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained or contributed to at any time by WWNI or any entity required to be aggregated with WWNI pursuant to Section 414 of the Code (each, a "WWNI Employee Plan"), no event has occurred and to the knowledge of WWNI, no condition or set of circumstances exists in connection with which WWNI could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on WWNI. (b) (i) No WWNI Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each WWNI Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Section 2.11(c) of the WWNI Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any WWNI Stock Options, together with the number of WWNI Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Section 2.11(c) of the WWNI Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. WWNI has furnished TCG with complete copies of the plans pursuant to which the WWNI Stock Options were issued. Other than the automatic vesting of WWNI Stock Options that may occur without any action on the part of WWNI or its officers or directors, WWNI has not taken any action that would result in any WWNI Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) WWNI has made available to TCG (i) a description of the terms of employment and compensation arrangements of all officers of WWNI and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating WWNI to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of WWNI who have executed a non-competition agreement with WWNI and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of WWNI with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of WWNI with or relating to its employees which contain change in control provisions all of which are set forth in Section 2.11(d) of the WWNI Disclosure Schedule. (e) There shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any WWNI Employee Plan or any agreement or arrangement disclosed under this Section 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement.

(f) There are no controversies pending or, to the knowledge of WWNI, threatened, between WWNI and any of their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on WWNI. Neither WWNI nor any of its subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by WWNI or any of its subsidiaries (and neither WWNI nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does WWNI know of any activities or proceedings of any labor union to organize any of its or employees. WWNI has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof, by or with respect to any of its employees. Section 2.12. Environmental Laws and Regulations. (a) Except as publicly disclosed by WWNI in the WWNI SEC Reports, (i) WWNI is in material compliance with all applicable federal, state, local and foreign laws and regulations relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) (collectively, "Environmental Laws"), except for non-compliance that would not have a Material Adverse Effect on WWNI, which compliance includes, but is not limited to, the possession by WWNI of all material permits and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof; (ii) WWNI has not received written notice of, or, to the knowledge of WWNI, is the subject of, any action, cause of action, claim, investigation, demand or notice by any person or entity alleging liability under or non-compliance with any Environmental Law (an ``Environmental Claim") that could reasonably be expected to have a Material Adverse Effect on WWNI; and (iii) to the knowledge of WWNI, there are no circumstances that are reasonably likely to prevent or interfere with such material compliance in the future. (b) Except as publicly disclosed by WWNI, there are no Environmental Claims which could reasonably be expected to have a Material Adverse Effect on WWNI that are pending or, to the knowledge of WWNI, threatened against WWNI or, to the knowledge of WWNI, against any person or entity whose liability for any Environmental Claim WWNI has or may have retained or assumed either contractually or by operation of law. Section 2.13. Tax Matters. (a) Except as set forth in Section 2.13 of the WWNI Disclosure Schedule: (i) WWNI has filed or has had filed on its behalf in a timely manner (within any applicable extension periods) with the appropriate Governmental Entity all income and other material Tax Returns (as defined herein) with respect to Taxes (as defined herein) of WWNI and all Tax Returns were in all material respects true, complete and correct; (ii) all material Taxes with respect to WWNI have been paid in full or have been provided for in accordance with GAAP on WWNI's most recent balance sheet which is part of the WWNI SEC Documents. (iii) there are no outstanding agreements or waivers extending the statutory period of limitations applicable to any federal, state, local or foreign income or other material Tax Returns required to be filed by or with respect to WWNI; (iv) to the knowledge of WWNI none of the Tax Returns of or with respect to WWNI is currently being audited or examined by any Governmental Entity; and (v) no deficiency for any income or other material Taxes has been assessed with respect to WWNI which has not been abated or paid in full. (b) For purposes of this Agreement, (i) "Taxes" shall mean all taxes, charges, fees, levies or other assessments, including, without limitation, income, gross receipts, sales, use, ad valorem, goods and services, capital, transfer, franchise, profits, license, withholding, payroll, employment, employer health, excise, estimated, severance, stamp, occupation, property or other taxes, customs duties, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any taxing authority and (ii) "Tax Return" shall mean any report, return, documents declaration or other information or filing required to be supplied to any taxing authority or jurisdiction with respect to Taxes. Section 2.14. Title to Property. WWNI has good and defensible title to all of its properties and assets, free and clear of all liens, charges and encumbrances except liens for taxes not yet due and payable and such liens or other imperfections of title, if any, as do not materially detract from the value of or interfere with the present use of the property affected thereby or which, individually or in the aggregate, would not have a Material Adverse Effect on WWNI; and, to WWNI's knowledge, all leases pursuant to which WWNI leases from others real or personal property are in good standing, valid and

effective in accordance with their respective terms, and there is not, to the knowledge of WWNI, under any of such leases, any existing material default or event of default (or event which with notice of lapse of time, or both, would constitute a default and in respect of which WWNI has not taken adequate steps to prevent such a default from occurring) except where the lack of such good standing, validity and effectiveness, or the existence of such default or event, would not have a Material Adverse Effect on WWNI. Section 2.15. Intellectual Property. (a) WWNI owns, or possesses adequate licenses or other valid rights to use, all existing United States and foreign patents, trademarks, trade names, service marks, copyrights, trade secrets and applications therefore that are material to its business as currently conducted (the "WWNI Intellectual Property Rights"). (b) The validity of the WWNI Intellectual Property Rights and the title thereto of WWNI is not being questioned in any litigation to which WWNI is a party. (c) Except as set forth in Section 2.15(c) of the WWNI Disclosure Schedule, the conduct of the business of WWNI as now conducted does not, to WWNI's knowledge, infringe any valid patents, trademarks, trade names, service marks or copyrights of others. The consummation of the transactions completed hereby will not result in the loss or impairment of any WWNI Intellectual Property Rights. (d) WWNI has taken steps it believes appropriate to protect and maintain its trade secrets as such, except in cases where WWNI has elected to rely on patent or copyright protection in lieu of trade secret protection. Section 2.16. Insurance. WWNI currently maintains general liability and other business insurance. Section 2.17. Vote Required. Approval of this Agreement and Plan of Merger by the Stockholders of WWNI is not required pursuant to current Nevada law. Section 2.18. Tax Treatment. Neither WWNI nor, to the knowledge of WWNI, any of its affiliates has taken or agreed to take action that would prevent the Merger from constituting a reorganization qualifying under the provisions of Section 368(a) of the Code. Section 2.19. Affiliates. Except for the directors and executive officers of WWNI, each of whom is listed in Section 2.19 of the WWNI Disclosure Schedule, there are no persons who, to the knowledge of WWNI, may be deemed to be affiliates of WWNI under Rule 1-02(b) of Regulation S-X of the SEC (the "WWNI Affiliates"). Section 2.20. Certain Business Practices. None of WWNI or any directors, officers, agents or employees of WWNI has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), or (iii) made any other unlawful payment. Section 2.21. Insider Interests. Except as set forth in Section 2.21 of the WWNI Disclosure Schedule, neither any officer or director of WWNI has any interest in any material property, real or personal, including without limitation, any computer software or WWNI Intellectual Property Rights, used in or pertaining to the business of WWNI, expect for the ordinary rights of a stockholder or employee stock optionholder. Section 2.22. Opinion of Financial Adviser. No advisers, as of the date hereof, have delivered to the WWNI Board a written opinion to the effect that, as of such date, the exchange ratio contemplated by the Merger is fair to the holders of WWNI Shares. Section 2.23. Brokers. No broker, finder or investment banker (other than the WWNI Financial Adviser, a true and correct copy of whose engagement agreement has been provided to TCG) is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of WWNI.

effective in accordance with their respective terms, and there is not, to the knowledge of WWNI, under any of such leases, any existing material default or event of default (or event which with notice of lapse of time, or both, would constitute a default and in respect of which WWNI has not taken adequate steps to prevent such a default from occurring) except where the lack of such good standing, validity and effectiveness, or the existence of such default or event, would not have a Material Adverse Effect on WWNI. Section 2.15. Intellectual Property. (a) WWNI owns, or possesses adequate licenses or other valid rights to use, all existing United States and foreign patents, trademarks, trade names, service marks, copyrights, trade secrets and applications therefore that are material to its business as currently conducted (the "WWNI Intellectual Property Rights"). (b) The validity of the WWNI Intellectual Property Rights and the title thereto of WWNI is not being questioned in any litigation to which WWNI is a party. (c) Except as set forth in Section 2.15(c) of the WWNI Disclosure Schedule, the conduct of the business of WWNI as now conducted does not, to WWNI's knowledge, infringe any valid patents, trademarks, trade names, service marks or copyrights of others. The consummation of the transactions completed hereby will not result in the loss or impairment of any WWNI Intellectual Property Rights. (d) WWNI has taken steps it believes appropriate to protect and maintain its trade secrets as such, except in cases where WWNI has elected to rely on patent or copyright protection in lieu of trade secret protection. Section 2.16. Insurance. WWNI currently maintains general liability and other business insurance. Section 2.17. Vote Required. Approval of this Agreement and Plan of Merger by the Stockholders of WWNI is not required pursuant to current Nevada law. Section 2.18. Tax Treatment. Neither WWNI nor, to the knowledge of WWNI, any of its affiliates has taken or agreed to take action that would prevent the Merger from constituting a reorganization qualifying under the provisions of Section 368(a) of the Code. Section 2.19. Affiliates. Except for the directors and executive officers of WWNI, each of whom is listed in Section 2.19 of the WWNI Disclosure Schedule, there are no persons who, to the knowledge of WWNI, may be deemed to be affiliates of WWNI under Rule 1-02(b) of Regulation S-X of the SEC (the "WWNI Affiliates"). Section 2.20. Certain Business Practices. None of WWNI or any directors, officers, agents or employees of WWNI has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), or (iii) made any other unlawful payment. Section 2.21. Insider Interests. Except as set forth in Section 2.21 of the WWNI Disclosure Schedule, neither any officer or director of WWNI has any interest in any material property, real or personal, including without limitation, any computer software or WWNI Intellectual Property Rights, used in or pertaining to the business of WWNI, expect for the ordinary rights of a stockholder or employee stock optionholder. Section 2.22. Opinion of Financial Adviser. No advisers, as of the date hereof, have delivered to the WWNI Board a written opinion to the effect that, as of such date, the exchange ratio contemplated by the Merger is fair to the holders of WWNI Shares. Section 2.23. Brokers. No broker, finder or investment banker (other than the WWNI Financial Adviser, a true and correct copy of whose engagement agreement has been provided to TCG) is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of WWNI.

Section 2.24. Disclosure. No representation or warranty of WWNI in this Agreement or any certificate, schedule, document or other instrument furnished or to be furnished to TCG pursuant hereto or in connection herewith contains, as of the date of such representation, warranty or instrument, or will contain any untrue statement of a material fact or, at the date thereof, omits or will omit to state a material fact necessary to make any statement herein or therein, in light of the circumstances under which such statement is or will be made, not misleading. Section 2.25. No Existing Discussions. As of the date hereof, WWNI is not engaged, directly or indirectly, in any discussions or negotiations with any other party with respect to any Third Party Acquisition (as defined in Section 4.4). Section 2.26. Material Contracts. (a) WWNI has delivered or otherwise made available to TCG true, correct and complete copies of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which WWNI is a party affecting the obligations of any party thereunder) to which WWNI is a party or by which any of its properties or assets are bound that are, material to the business, properties or assets of WWNI taken as a whole, including, without limitation, to the extent any of the following are, individually or in the aggregate, material to the business, properties or assets of WWNI taken as a whole, all: (i) employment, product design or development, personal services, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which WWNI is a party involving employees of WWNI); (ii) licensing, publishing, merchandising or distribution agreements; (iii) contracts granting rights of first refusal or first negotiation; (iv) partnership or joint venture agreements; (v) agreements for the acquisition, sale or lease of material properties or assets or stock or otherwise entered into since December 31, 1999; (vi) contracts or agreements with any Governmental Entity. and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 4.1 hereof, the "WWNI Contracts"). WWNI is not a party to or bound by any severance, golden parachute or other agreement with any employee or consultant pursuant to which such person would be entitled to receive any additional compensation or an accelerated payment of compensation as a result of the consummation of the transactions contemplated hereby. (b) Each of the WWNI Contracts is valid and enforceable in accordance with its terms, and there is no default under any WWNI Contract so listed either by WWNI or, to the knowledge of WWNI, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by WWNI or, to the knowledge of WWNI, any other party, in any such case in which such default or event could reasonably be expected to have a Material Adverse Effect on WWNI. (c) No party to any such WWNI Contract has given notice to WWNI of or made a claim against WWNI with respect to any breach or default thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on WWNI. ARTICLE 3 Representations and Warranties of TCG Except as set forth on the Disclosure Schedule delivered by TCG to WWNI (the "TCG Disclosure Schedule"), TCG hereby represents and warrants to WWNI as follows: Section 3.1. Organization and Qualification. (a) Each of TCG and its subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite power and authority to own, lease and operate its properties and to carry on its businesses as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a Material Adverse Effect (as defined below) on TCG. When used in connection with TCG, the term "Material Adverse Effect'' means any change or effect (i) that is or is reasonably likely to be materially adverse to the business, results of operations,

condition (financial or otherwise) or prospects of TCG and its subsidiaries, taken as a whole, other than any change or effect arising out of general economic conditions unrelated to any businesses in which TCG and its subsidiaries are engaged, or (ii) that may impair the ability of TCG to consummate the transactions contemplated hereby. (b) TCG has heretofore delivered to WWNI accurate and complete copies of the Articles of Incorporation and Bylaws (or similar governing documents), as currently in effect, of TCG. Each of TCG and its subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not have a Material Adverse Effect on TCG. Section 3.2. Capitalization of TCG. (a) As of December 31, 1999, the authorized capital stock of TCG consists of; (i) Twenty Million (20,000,000) TCG common Shares, $.001 par value, of which 5,000,000 common Shares are issued and outstanding, and (ii) Five Million (5,000,000) TCG preferred shares, $.001 par value, and no preferred shares are issued and outstanding. All of the outstanding TCG Shares have been duly authorized and validly issued, and are fully paid, nonassessable and free of preemptive rights. (b) Except as set forth in Section 3.2(b) of the TCG Disclosure Schedule, TCG is the record and beneficial owner of all of the issued and outstanding shares of capital stock of its subsidiaries. (c) Except as set forth in Section 3.2(c) of the TCG Disclosure Schedule, between December 31, 1999 and the date hereof, no shares of TCG's capital stock have been issued and no TCG Stock options have been granted. Except as set forth in Section 3.2(a) above, as of the date hereof, there are no outstanding (i) shares of capital stock or other voting securities of TCG, (ii) securities of TCG or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of TCG, (iii) options or other rights to acquire from TCG or its subsidiaries, or obligations of TCG or its subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of TCG, or (iv) equity equivalents, interests in the ownership or earnings of TCG or its subsidiaries or other similar rights (collectively, "TCG Securities"). As of the date hereof, there are no outstanding obligations of TCG or any of its subsidiaries to repurchase, redeem or otherwise acquire any TCG Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which TCG is a party or by which it is bound relating to the voting or registration of any shares of capital stock of TCG. (d) Except as set forth in Section 3.2(d) of the TCG Disclosure Schedule, there are no securities of TCG convertible into or exchangeable for, no options or other rights to acquire from TCG, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any subsidiary of TCG. (e) The TCG Shares constitute the only class of equity securities of TCG or its subsidiaries. (f) Except as set forth in Section 3.2(f) of the TCG Disclosure Schedule, TCG does not own directly or indirectly more than fifty percent (50%) of the outstanding voting securities or interests (including membership interests) of any entity. Section 3.3. Authority Relative to this Agreement; Recommendation. (a) TCG has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of TCG (the "TCG Board"), and no other corporate proceedings on the part of TCG are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, as referred to in Section 3.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding TCG Shares. This Agreement has been duly and validly executed and delivered by TCG and constitutes a valid, legal and binding agreement of TCG, enforceable against TCG in accordance with its terms.

condition (financial or otherwise) or prospects of TCG and its subsidiaries, taken as a whole, other than any change or effect arising out of general economic conditions unrelated to any businesses in which TCG and its subsidiaries are engaged, or (ii) that may impair the ability of TCG to consummate the transactions contemplated hereby. (b) TCG has heretofore delivered to WWNI accurate and complete copies of the Articles of Incorporation and Bylaws (or similar governing documents), as currently in effect, of TCG. Each of TCG and its subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not have a Material Adverse Effect on TCG. Section 3.2. Capitalization of TCG. (a) As of December 31, 1999, the authorized capital stock of TCG consists of; (i) Twenty Million (20,000,000) TCG common Shares, $.001 par value, of which 5,000,000 common Shares are issued and outstanding, and (ii) Five Million (5,000,000) TCG preferred shares, $.001 par value, and no preferred shares are issued and outstanding. All of the outstanding TCG Shares have been duly authorized and validly issued, and are fully paid, nonassessable and free of preemptive rights. (b) Except as set forth in Section 3.2(b) of the TCG Disclosure Schedule, TCG is the record and beneficial owner of all of the issued and outstanding shares of capital stock of its subsidiaries. (c) Except as set forth in Section 3.2(c) of the TCG Disclosure Schedule, between December 31, 1999 and the date hereof, no shares of TCG's capital stock have been issued and no TCG Stock options have been granted. Except as set forth in Section 3.2(a) above, as of the date hereof, there are no outstanding (i) shares of capital stock or other voting securities of TCG, (ii) securities of TCG or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of TCG, (iii) options or other rights to acquire from TCG or its subsidiaries, or obligations of TCG or its subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of TCG, or (iv) equity equivalents, interests in the ownership or earnings of TCG or its subsidiaries or other similar rights (collectively, "TCG Securities"). As of the date hereof, there are no outstanding obligations of TCG or any of its subsidiaries to repurchase, redeem or otherwise acquire any TCG Securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which TCG is a party or by which it is bound relating to the voting or registration of any shares of capital stock of TCG. (d) Except as set forth in Section 3.2(d) of the TCG Disclosure Schedule, there are no securities of TCG convertible into or exchangeable for, no options or other rights to acquire from TCG, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any subsidiary of TCG. (e) The TCG Shares constitute the only class of equity securities of TCG or its subsidiaries. (f) Except as set forth in Section 3.2(f) of the TCG Disclosure Schedule, TCG does not own directly or indirectly more than fifty percent (50%) of the outstanding voting securities or interests (including membership interests) of any entity. Section 3.3. Authority Relative to this Agreement; Recommendation. (a) TCG has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of TCG (the "TCG Board"), and no other corporate proceedings on the part of TCG are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, as referred to in Section 3.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding TCG Shares. This Agreement has been duly and validly executed and delivered by TCG and constitutes a valid, legal and binding agreement of TCG, enforceable against TCG in accordance with its terms.

(b) The TCG Board has resolved to recommend that the stockholders of TCG approve and adopt this Agreement. Section 3.4. SEC Reports; Financial Statements. (a) TCG has filed all required forms, reports and documents with the Securities and Exchange Commission (the "SEC") since December 31, 1999, each of which has complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act (and the rules and regulations promulgated thereunder, respectively), each as in effect on the dates such forms, reports and documents were filed. TCG has heretofore delivered or promptly will deliver prior to the Effective Date to TCG, in the form filed with the SEC (including any amendments thereto but excluding any exhibits), (i) its Annual Report on Form 10-KSB for the fiscal year ended December 31, 1999, (ii) all definitive proxy statements relating to TCG's meetings of stockholders (whether annual or special) held since December 31, 1999, if any, and (iii) all other reports or registration statements filed by TCG with the SEC since December 31, 1999 (all of the foregoing, collectively, the "TCG SEC Reports"). None of such TCG SEC Reports, including, without limitation, any financial statements or schedules included or incorporated by reference therein, contained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of TCG included in the TCG SEC Reports fairly present, in conformity with generally accepted accounting principles applied on a consistent basis (except as may be indicated in the notes thereto), the financial position of TCG as of the dates thereof and its results of operations and changes in financial position for the periods then ended. All material agreements, contracts and other documents required to be filed as exhibits to any of the TCG SEC Reports have been so filed. (b) TCG has heretofore made available or promptly will make available to WWNI a complete and correct copy of any amendments or modifications which are required to be filed with the SEC but have not yet been filed with the SEC, to agreements, documents or other instruments which previously had been filed by TCG with the SEC pursuant to the Exchange Act. Section 3.5. Information Supplied. None of the information supplied or to be supplied by TCG for inclusion or incorporation by reference to the 8-K will, at the time the 8-K is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Section 3.6. Consents and Approvals; No Violations. Except as set forth in Section 3.6 of the TCG Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the HSR Act, the rules of the NASD, and the filing and recordation of the Merger Certificate as required by the NGCL, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by TCG of this Agreement or the consummation by TCG of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on TCG. Neither the execution, delivery and performance of this Agreement by TCG nor the consummation by TCG of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Articles of Incorporation or Bylaws (or similar governing documents) of TCG or any of TCG's subsidiaries, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which TCG or any of TCG's subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to TCG or any of TCG's subsidiaries or any of their respective properties or assets, except in the case of (ii) or (iii) for violations, breaches or defaults which would not have a Material Adverse Effect on TCG.

(b) The TCG Board has resolved to recommend that the stockholders of TCG approve and adopt this Agreement. Section 3.4. SEC Reports; Financial Statements. (a) TCG has filed all required forms, reports and documents with the Securities and Exchange Commission (the "SEC") since December 31, 1999, each of which has complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act (and the rules and regulations promulgated thereunder, respectively), each as in effect on the dates such forms, reports and documents were filed. TCG has heretofore delivered or promptly will deliver prior to the Effective Date to TCG, in the form filed with the SEC (including any amendments thereto but excluding any exhibits), (i) its Annual Report on Form 10-KSB for the fiscal year ended December 31, 1999, (ii) all definitive proxy statements relating to TCG's meetings of stockholders (whether annual or special) held since December 31, 1999, if any, and (iii) all other reports or registration statements filed by TCG with the SEC since December 31, 1999 (all of the foregoing, collectively, the "TCG SEC Reports"). None of such TCG SEC Reports, including, without limitation, any financial statements or schedules included or incorporated by reference therein, contained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of TCG included in the TCG SEC Reports fairly present, in conformity with generally accepted accounting principles applied on a consistent basis (except as may be indicated in the notes thereto), the financial position of TCG as of the dates thereof and its results of operations and changes in financial position for the periods then ended. All material agreements, contracts and other documents required to be filed as exhibits to any of the TCG SEC Reports have been so filed. (b) TCG has heretofore made available or promptly will make available to WWNI a complete and correct copy of any amendments or modifications which are required to be filed with the SEC but have not yet been filed with the SEC, to agreements, documents or other instruments which previously had been filed by TCG with the SEC pursuant to the Exchange Act. Section 3.5. Information Supplied. None of the information supplied or to be supplied by TCG for inclusion or incorporation by reference to the 8-K will, at the time the 8-K is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Section 3.6. Consents and Approvals; No Violations. Except as set forth in Section 3.6 of the TCG Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the HSR Act, the rules of the NASD, and the filing and recordation of the Merger Certificate as required by the NGCL, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by TCG of this Agreement or the consummation by TCG of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on TCG. Neither the execution, delivery and performance of this Agreement by TCG nor the consummation by TCG of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective Articles of Incorporation or Bylaws (or similar governing documents) of TCG or any of TCG's subsidiaries, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which TCG or any of TCG's subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to TCG or any of TCG's subsidiaries or any of their respective properties or assets, except in the case of (ii) or (iii) for violations, breaches or defaults which would not have a Material Adverse Effect on TCG.

Section 3.7. No Default. None of TCG or any of its subsidiaries is in breach, default or violation (and no event has occurred which with notice or the lapse of time or both would constitute a breach, default or violation) of any term, condition or provision of (i) its Articles of Incorporation or Bylaws (or similar governing documents), (ii) any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which TCG or any of its subsidiaries is now a party or by which any of them or any of their respective properties or assets may be bound or (iii) any order, writ, injunction, decree, law, statute, rule or regulation applicable to TCG, its subsidiaries or any of their respective properties or assets, except in the case of (ii) or (iii) for violations, breaches or defaults that would not have a Material Adverse Effect on TCG. Each note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which TCG or any of its subsidiaries is now a party or by which any of them or any of their respective properties or assets may be bound that is material to TCG and its subsidiaries taken as a whole and that has not expired is in full force and effect and is not subject to any material default thereunder of which TCG is aware by any party obligated to TCG or any subsidiary thereunder. Section 3.8. No Undisclosed Liabilities; Absence of Changes. Except as set forth in Section 2.8 of the TCG Disclosure Schedule and except as and to the extent publicly disclosed by TCG in the TCG SEC Reports, as of December 31, 1999, TCG does not have any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a balance sheet of TCG (including the notes thereto) or which would have a Material Adverse Effect on TCG. Except as publicly disclosed by TCG, since December 31, 1999, TCG has not incurred any liabilities of any nature, whether or not accrued, contingent or otherwise, which could reasonably be expected to have, and there have been no events, changes or effects with respect to TCG having or which reasonably could be expected to have, a Material Adverse Effect on TCG. Except as and to the extent publicly disclosed by TCG in the TCG SEC Reports and except as set forth in Section 2.8 of the TCG Disclosure Schedule, since December 31, 1999, there has not been (i) any material change by TCG in its accounting methods, principles or practices (other than as required after the date hereof by concurrent changes in generally accepted accounting principles), (ii) any revaluation by TCG of any of its assets having a Material Adverse Effect on TCG, including, without limitation, any write-down of the value of any assets other than in the ordinary course of business or (iii) any other action or event that would have required the consent of any other party hereto pursuant to Section 4.1 of this Agreement had such action or event occurred after the date of this Agreement. Section 3.9. Litigation. Except as publicly disclosed by TCG in the TCG SEC Reports, there is no suit, claim, action, proceeding or investigation pending or, to the knowledge of TCG, threatened against TCG or any of its subsidiaries or any of their respective properties or assets before any Governmental Entity which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on TCG or could reasonably be expected to prevent or delay the consummation of the transactions contemplated by this Agreement. Except as publicly disclosed by TCG in the TCG SEC Reports, TCG is not subject to any outstanding order, writ, injunction or decree which, insofar as can be reasonably foreseen in the future, could reasonably be expected to have a Material Adverse Effect on TCG or could reasonably be expected to prevent or delay the consummation of the transactions contemplated hereby. Section 3.10. Compliance with Applicable Law. Except as publicly disclosed by TCG in the TCG SEC Reports, TCG holds all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses (the `'TCG Permits"), except for failures to hold such permits, licenses, variances, exemptions, orders and approvals which would not have a Material Adverse Effect on TCG. Except as publicly disclosed by TCG in the TCG SEC Reports, TCG is in compliance with the terms of the TCG Permits, except where the failure so to comply would not have a Material Adverse Effect on TCG. Except as publicly disclosed by TCG in the TCG SEC Reports, the business of TCG is not being conducted in violation of any law, ordinance or regulation of any Governmental Entity except that no representation or warranty is made in this Section 2.10 with respect to Environmental Laws (as defined in Section 2.12 below) and except for violations or possible violations which do not, and, insofar as reasonably can be foreseen, in the future will not, have a Material Adverse Effect on TCG. Except as publicly disclosed by TCG in the TCG SEC Reports, no investigation or review by any Governmental Entity with respect to TCG is pending or, to the knowledge of TCG, threatened, nor, to the knowledge of TCG, has any Governmental Entity indicated an intention to conduct the same, other than, in each case, those which TCG reasonably believes will not have a Material Adverse Effect on TCG.

Section 3.11. Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by TCG, any of its subsidiaries or any entity required to be aggregated with TCG or any of its subsidiaries pursuant to Section 414 of the Code (each, a "TCG Employee Plan"), no event has occurred and, to the knowledge of TCG, no condition or set of circumstances exists in connection with which TCG or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on TCG. (b) (i) No TCG Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each TCG Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Section 3.11(c) of the TCG Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any TCG Stock Options, together with the number of TCG Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Section 3.11(c) of the TCG Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. TCG has furnished WWNI with complete copies of the plans pursuant to which the TCG Stock Options were issued. Other than the automatic vesting of TCG Stock Options that may occur without any action on the part of TCG or its officers or directors, TCG has not taken any action that would result in any TCG Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) TCG has made available to WWNI (i) a description of the terms of employment and compensation arrangements of all officers of TCG and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating TCG to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of TCG who have executed a non-competition agreement with TCG and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of TCG with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the TCG with or relating to its employees which contain change in control provisions. (e) Except as disclosed in Section 3.11(e) of the TCG Disclosure Schedule there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any TCG Employee Plan or any agreement or arrangement disclosed under this Section 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) There are no controversies pending or, to the knowledge of TCG threatened, between TCG or any of its subsidiaries and any of their respective employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on TCG. Neither TCG nor any of its subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by TCG or any of its subsidiaries (and neither TCG nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does TCG know of any activities or proceedings of any labor union to organize any of its or any of its subsidiaries' employees. TCG has no knowledge of any strike, slowdown, work stoppage, lockout or threat thereof by or with respect to any of its or any of its subsidiaries' employees. Section 3.12. Environmental Laws and Regulations. (a) Except as disclosed by TCG, (i) each of TCG and its subsidiaries is in material compliance with all Environmental Laws, except for non-compliance that would not have a Material Adverse Effect on TCG, which compliance

includes, but is not limited to, the possession by TCG and its subsidiaries of all material permits and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof; (ii) none of TCG or its subsidiaries has received written notice of, or, to the knowledge of TCG, is the subject of, any Environmental Claim that could reasonably be expected to have a Material Adverse Effect on TCG; and (iii) to the knowledge of TCG, there are no circumstances that are reasonably likely to prevent or interfere with such material compliance in the future. (b) Except as disclosed by TCG, there are no Environmental Claims which could reasonably be expected to have a Material Adverse Effect on TCG that are pending or, to the knowledge of TCG, threatened against TCG or any of its subsidiaries or, to the knowledge of TCG, against any person or entity whose liability for any Environmental Claim TCG or its subsidiaries has or may have retained or assumed either contractually or by operation of law. Section 3.13. Tax Matters. Except as set forth in Section 3.13 of the TCG Disclosure Schedule: (i) TCG and each of its subsidiaries has filed or has had filed on its behalf in a timely manner (within any applicable extension periods) with the appropriate Governmental Entity all income and other material Tax Returns with respect to Taxes of TCG and each of its subsidiaries and all Tax Returns were in all material respects true, complete and correct; (ii) all material Taxes with respect to TCG and each of its subsidiaries have been paid in full or have been provided for in accordance with GAAP on TCG's most recent balance sheet which is part of the TCG SEC Documents; (iii) there are no outstanding agreements or waivers extending the statutory period of limitations applicable to any federal, state, local or foreign income or other material Tax Returns required to be filed by or with respect to TCG or its subsidiaries; (iv) to the knowledge of TCG none of the Tax Returns of or with respect to TCG or any of its subsidiaries is currently being audited or examined by any Governmental Entity; and (v) no deficiency for any income or other material Taxes has been assessed with respect to TCG or any of its subsidiaries which has not been abated or paid in full. Section 3.14. Title to Property. TCG and each of its subsidiaries have good and defensible title to all of their properties and assets, free and clear of all liens, charges and encumbrances except liens for taxes not yet due and payable and such liens or other imperfections of title, if any, as do not materially detract from the value of or interfere with the present use of the property affected thereby or which, individually or in the aggregate, would not have a Material Adverse Effect on TCG; and, to TCG's knowledge, all leases pursuant to which TCG or any of its subsidiaries lease from others real or personal property are in good standing, valid and effective in accordance with their respective terms, and there is not, to the knowledge of TCG, under any of such leases, any existing material default or event of default (or event which with notice or lapse of time, or both, would constitute a material default and in respect of which TCG or such subsidiary has not taken adequate steps to prevent such a default from occurring) except where the lack of such good standing, validity and effectiveness, or the existence of such default or event of default would not have a Material Adverse Effect on TCG. Section 3.15. Intellectual Property. (a) Each of TCG and its subsidiaries owns, or possesses adequate licenses or other valid rights to use, all existing United States and foreign patents, trademarks, trade names, services marks, copyrights, trade secrets, and applications therefore that are material to its business as currently conducted (the "TCG Intellectual Property Rights"). (b) Except as set forth in Section 3.15(b) of the TCG Disclosure Schedule the validity of the TCG Intellectual Property Rights and the title thereto of TCG or any subsidiary, as the case may be, is not being questioned in any litigation to which TCG or any subsidiary is a party. (c) The conduct of the business of TCG and its subsidiaries as now conducted does not, to TCG's knowledge, infringe any valid patents, trademarks, tradenames, service marks or copyrights of others. The consummation of the transactions contemplated hereby will not result in the loss or impairment of any TCG Intellectual Property Rights.

includes, but is not limited to, the possession by TCG and its subsidiaries of all material permits and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof; (ii) none of TCG or its subsidiaries has received written notice of, or, to the knowledge of TCG, is the subject of, any Environmental Claim that could reasonably be expected to have a Material Adverse Effect on TCG; and (iii) to the knowledge of TCG, there are no circumstances that are reasonably likely to prevent or interfere with such material compliance in the future. (b) Except as disclosed by TCG, there are no Environmental Claims which could reasonably be expected to have a Material Adverse Effect on TCG that are pending or, to the knowledge of TCG, threatened against TCG or any of its subsidiaries or, to the knowledge of TCG, against any person or entity whose liability for any Environmental Claim TCG or its subsidiaries has or may have retained or assumed either contractually or by operation of law. Section 3.13. Tax Matters. Except as set forth in Section 3.13 of the TCG Disclosure Schedule: (i) TCG and each of its subsidiaries has filed or has had filed on its behalf in a timely manner (within any applicable extension periods) with the appropriate Governmental Entity all income and other material Tax Returns with respect to Taxes of TCG and each of its subsidiaries and all Tax Returns were in all material respects true, complete and correct; (ii) all material Taxes with respect to TCG and each of its subsidiaries have been paid in full or have been provided for in accordance with GAAP on TCG's most recent balance sheet which is part of the TCG SEC Documents; (iii) there are no outstanding agreements or waivers extending the statutory period of limitations applicable to any federal, state, local or foreign income or other material Tax Returns required to be filed by or with respect to TCG or its subsidiaries; (iv) to the knowledge of TCG none of the Tax Returns of or with respect to TCG or any of its subsidiaries is currently being audited or examined by any Governmental Entity; and (v) no deficiency for any income or other material Taxes has been assessed with respect to TCG or any of its subsidiaries which has not been abated or paid in full. Section 3.14. Title to Property. TCG and each of its subsidiaries have good and defensible title to all of their properties and assets, free and clear of all liens, charges and encumbrances except liens for taxes not yet due and payable and such liens or other imperfections of title, if any, as do not materially detract from the value of or interfere with the present use of the property affected thereby or which, individually or in the aggregate, would not have a Material Adverse Effect on TCG; and, to TCG's knowledge, all leases pursuant to which TCG or any of its subsidiaries lease from others real or personal property are in good standing, valid and effective in accordance with their respective terms, and there is not, to the knowledge of TCG, under any of such leases, any existing material default or event of default (or event which with notice or lapse of time, or both, would constitute a material default and in respect of which TCG or such subsidiary has not taken adequate steps to prevent such a default from occurring) except where the lack of such good standing, validity and effectiveness, or the existence of such default or event of default would not have a Material Adverse Effect on TCG. Section 3.15. Intellectual Property. (a) Each of TCG and its subsidiaries owns, or possesses adequate licenses or other valid rights to use, all existing United States and foreign patents, trademarks, trade names, services marks, copyrights, trade secrets, and applications therefore that are material to its business as currently conducted (the "TCG Intellectual Property Rights"). (b) Except as set forth in Section 3.15(b) of the TCG Disclosure Schedule the validity of the TCG Intellectual Property Rights and the title thereto of TCG or any subsidiary, as the case may be, is not being questioned in any litigation to which TCG or any subsidiary is a party. (c) The conduct of the business of TCG and its subsidiaries as now conducted does not, to TCG's knowledge, infringe any valid patents, trademarks, tradenames, service marks or copyrights of others. The consummation of the transactions contemplated hereby will not result in the loss or impairment of any TCG Intellectual Property Rights.

(d) Each of TCG and its subsidiaries has taken steps it believes appropriate to protect and maintain its trade

(d) Each of TCG and its subsidiaries has taken steps it believes appropriate to protect and maintain its trade secrets as such, except in cases where TCG has elected to rely on patent or copyright protection in lieu of trade secret protection. Section 3.16. Insurance. TCG currently does not maintain general liability and other business insurance. Section 3.17. Vote Required. The affirmative vote of the holders of at least a majority of the outstanding TCG Shares is the only vote of the holders of any class or series of TCG's capital stock necessary to approve and adopt this Agreement and the Merger. Section 3.18. Tax Treatment. Neither TCG nor, to the knowledge of TCG, any of its affiliates has taken or agreed to take any action that would prevent the Merger from constituting a reorganization qualifying under the provisions of Section 368(a) of the Code. Section 3.19. Affiliates. Except for the directors and executive officers of TCG, each of whom is listed in Section 3.19 of the TCG Disclosure Schedule, there are no persons who, to the knowledge of TCG, may be deemed to be affiliates of TCG under Rule 1-02(b) of Regulation S-X of the SEC (the "TCG Affiliates"). Section 3.20. Certain Business Practices. None of TCG, any of its subsidiaries or any directors, officers, agents or employees of TCG or any of its subsidiaries has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the FCPA, or (iii) made any other unlawful payment. Section 3.21. Insider Interests. Except as set forth in Section 3.21 of the TCG Disclosure Schedule, no officer or director of TCG has any interest in any material property, real or personal, including without limitation, any computer software or TCG Intellectual Property Rights, used in or pertaining to the business of TCG or any subsidiary, except for the ordinary rights of a stockholder or employee stock optionholder. Section 3.22. Opinion of Financial Adviser. No advisers, as of the date hereof, have delivered to the TCG Board a written opinion to the effect that, as of such date, the exchange ratio contemplated by the Merger is fair to the holders of TCG Shares. Section 3.23. Brokers. No broker, finder or investment banker (other than the TCG Financial Adviser, a true and correct copy of whose engagement agreement has been provided to WWNI) is entitled to any brokerage, finders or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of TCG. Section 3.24. Disclosure. No representation or warranty of TCG in this Agreement or any certificate, schedule, document or other instrument furnished or to be furnished to WWNI pursuant hereto or in connection herewith contains, as of the date of such representation, warranty or instrument, or will contain any untrue statement of a material fact or, at the date thereof, omits or will omit to state a material fact necessary to make any statement herein or therein, in light of the circumstances under which such statement is or will be made, not misleading. Section 3.25. No Existing Discussions. As of the date hereof, TCG is not engaged, directly or indirectly, in any discussions or negotiations with any other party with respect to any Third Party Acquisition (as defined in Section 5.4). Section 3.26. Material Contracts. (a) TCG has delivered or otherwise made available to WWNI true, correct and complete copies of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which TCG is a party affecting the obligations of any party thereunder) to which TCG or any of its subsidiaries is a party or by which any of their properties or assets are bound that are, material to the business, properties or assets of TCG and its subsidiaries taken as a whole, including, without limitation, to the extent any of the following are, individually or in the aggregate, material to the business, properties or assets of TCG and its subsidiaries taken as a whole, all: (i) employment, product design or development, personal services, consulting, non-competition, severance, golden parachute or indemnification

contracts (including, without limitation, any contract to which TCG is a party involving employees of TCG); (ii) licensing, publishing, merchandising or distribution agreements; (iii) contracts granting rights of first refusal or first negotiation; (iv) partnership or joint venture agreements; (v) agreements for the acquisition, sale or lease of material properties or assets or stock or otherwise. (vi) contracts or agreements with any Governmental Entity; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 5.2 hereof, the `TCG Contracts"). Neither TCG nor any of its subsidiaries is a party to or bound by any severance, golden parachute or other agreement with any employee or consultant pursuant to which such person would be entitled to receive any additional compensation or an accelerated payment of compensation as a result of the consummation of the transactions contemplated hereby. (b) Each of the TCG Contracts is valid and enforceable in accordance with its terms, and there is no default under any TCG Contract so listed either by TCG or, to the knowledge of TCG, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by TCG or, to the knowledge of TCG, any other party, in any such case in which such default or event could reasonably be expected to have a Material Adverse Effect on TCG. (c) No party to any such TCG Contract has given notice to TCG of or made a claim against TCG with respect to any breach or default thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on TCG. ARTICLE 4 Covenants Section 4.1. Conduct of Business of WWNI. Except as contemplated by this Agreement or as described in Section 4.1 of the WWNI Disclosure Schedule, during the period from the date hereof to the Effective Time, WWNI will conduct its operations in the ordinary course of business consistent with past practice and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, seek to preserve intact its current business organization, keep available the service of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that goodwill and ongoing businesses shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or as described in Section 4.1 of the WWNI Disclosure Schedule, prior to the Effective Time, WWNI will not, without the prior written consent of TCG: (a) amend its Articles of Incorporation or Bylaws (or other similar governing instrument); (b) amend the terms of any stock of any class or any other securities (except bank loans) or equity equivalents. (c) split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, make any other actual, constructive or deemed distribution in respect of its capital stock or otherwise make any payments to stockholders in their capacity as such, or redeem or otherwise acquire any of its securities; (d) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of WWNI (other than the Merger); (e) (i) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings or issuances of letters of credit under existing lines of credit in the ordinary course of business; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person. (iii) make any loans, advances or capital contributions to, or investments in, any other person; (iv) pledge or otherwise encumber shares of capital stock of WWNI; or (v) mortgage or pledge any of its material assets, or create or suffer to exist any material Lien thereupon (other than tax Liens for taxes not yet due);

contracts (including, without limitation, any contract to which TCG is a party involving employees of TCG); (ii) licensing, publishing, merchandising or distribution agreements; (iii) contracts granting rights of first refusal or first negotiation; (iv) partnership or joint venture agreements; (v) agreements for the acquisition, sale or lease of material properties or assets or stock or otherwise. (vi) contracts or agreements with any Governmental Entity; and (vii) all commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 5.2 hereof, the `TCG Contracts"). Neither TCG nor any of its subsidiaries is a party to or bound by any severance, golden parachute or other agreement with any employee or consultant pursuant to which such person would be entitled to receive any additional compensation or an accelerated payment of compensation as a result of the consummation of the transactions contemplated hereby. (b) Each of the TCG Contracts is valid and enforceable in accordance with its terms, and there is no default under any TCG Contract so listed either by TCG or, to the knowledge of TCG, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by TCG or, to the knowledge of TCG, any other party, in any such case in which such default or event could reasonably be expected to have a Material Adverse Effect on TCG. (c) No party to any such TCG Contract has given notice to TCG of or made a claim against TCG with respect to any breach or default thereunder, in any such case in which such breach or default could reasonably be expected to have a Material Adverse Effect on TCG. ARTICLE 4 Covenants Section 4.1. Conduct of Business of WWNI. Except as contemplated by this Agreement or as described in Section 4.1 of the WWNI Disclosure Schedule, during the period from the date hereof to the Effective Time, WWNI will conduct its operations in the ordinary course of business consistent with past practice and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, seek to preserve intact its current business organization, keep available the service of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that goodwill and ongoing businesses shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or as described in Section 4.1 of the WWNI Disclosure Schedule, prior to the Effective Time, WWNI will not, without the prior written consent of TCG: (a) amend its Articles of Incorporation or Bylaws (or other similar governing instrument); (b) amend the terms of any stock of any class or any other securities (except bank loans) or equity equivalents. (c) split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, make any other actual, constructive or deemed distribution in respect of its capital stock or otherwise make any payments to stockholders in their capacity as such, or redeem or otherwise acquire any of its securities; (d) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of WWNI (other than the Merger); (e) (i) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings or issuances of letters of credit under existing lines of credit in the ordinary course of business; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person. (iii) make any loans, advances or capital contributions to, or investments in, any other person; (iv) pledge or otherwise encumber shares of capital stock of WWNI; or (v) mortgage or pledge any of its material assets, or create or suffer to exist any material Lien thereupon (other than tax Liens for taxes not yet due);

(f) except as may be required by law, enter into, adopt or amend or terminate any bonus, profit sharing,

(f) except as may be required by law, enter into, adopt or amend or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit, stock equivalent, stock purchase agreement, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer or employee in any manner, or increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any plan and arrangement as in effect as of the date hereof (including, without limitation, the granting of stock appreciation rights or performance units); provided, however, that this paragraph (f) shall not prevent WWNI from (i) entering into employment agreements or severance agreements with employees in the ordinary course of business and consistent with past practice or (ii) increasing annual compensation and/or providing for or amending bonus arrangements for employees for fiscal 1999 in the ordinary course of year-end compensation reviews consistent with past practice and paying bonuses to employees for fiscal 1999 in amounts previously disclosed to TCG (to the extent that such compensation increases and new or amended bonus arrangements do not result in a material increase in benefits or compensation expense to WWNI); (g) acquire, sell, lease or dispose of any assets in any single transaction or series of related transactions (other than in the ordinary course of business); (h) except as may be required as a result of a change in law or in generally accepted accounting principles, change any of the accounting principles or practices used by it; (i) revalue in any material respect any of its assets including, without limitation, writing down the value of inventory or writing-off notes or accounts receivable other than in the ordinary course of business; (j) (i) acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or any equity interest therein; (ii) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to WWNI; (iii) authorize any new capital expenditure or expenditures which, individually is in excess of $1,000 or, in the aggregate, are in excess of $5,000; provided, however that none of the foregoing shall limit any capital expenditure required pursuant to existing contracts; (k) make any tax election or settle or compromise any income tax liability material to WWNI; (l) settle or compromise any pending or threatened suit, action or claim which (i) relates to the transactions contemplated hereby or (ii) the settlement or compromise of which could have a Material Adverse Effect on WWNI; (m) commence any material research and development project or terminate any material research and development project that is currently ongoing, in either case, except pursuant to the terms of existing contracts or in the ordinary course of business; or (n) take, or agree in writing or otherwise to take, any of the actions described in Sections 4.1(a) through 4.1(m) or any action which would make any of the representations or warranties of contained in this Agreement untrue or incorrect. Section 4.2. Conduct of Business of TCG. Except as contemplated by this Agreement or as described in Section 4.2 of the TCG Disclosure Schedule during the period from the date hereof to the Effective Time, TCG will conduct its operations in the ordinary course of business consistent with past practice and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, seek to preserve intact its current business organization, keep available the service of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that goodwill and ongoing businesses shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or as described in Section 4.2 of the TCG Disclosure Schedule, prior to the Effective Time, TCG will not, without the prior written consent of:

(a) amend its Articles of Incorporation or Bylaws (or other similar governing instrument);

(a) amend its Articles of Incorporation or Bylaws (or other similar governing instrument); (b) authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities (except bank loans) or equity equivalents (including, without limitation, any stock options or stock appreciation rights; (c) split, combine or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, make any other actual, constructive or deemed distribution in respect of its capital stock or otherwise make any payments to stockholders in their capacity as such, or redeem or otherwise acquire any of its securities; (d) adopt a plan of complete or partial liquidation, dissolution, merger consolidation, restructuring, recapitalization or other reorganization of TCG (other than the Merger); (e) (i) incur or assume any long-term or short-term debt or issue any debt securities except for borrowings or issuances of letters of credit under existing lines of credit in the ordinary course of business. (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person; (iii) make any loans, advances or capital contributions to or investments in, any other person; (iv) pledge or otherwise encumber shares of capital stock of TCG or its subsidiaries; or (v) mortgage or pledge any of its material assets, or create or suffer to exist any material Lien thereupon (other than tax Liens for taxes not yet due); (f) except as may be required by law, enter into, adopt or amend or terminate any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, performance unit stock equivalent, stock purchase agreement, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer or employee in any manner, or increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any plan and arrangement as in effect as of the date hereof (including, without limitation, the granting of stock appreciation rights or performance units); provided, however, that this paragraph (f) shall not prevent TCG or its subsidiaries from (i) entering into employment agreements or severance agreements with employees in the ordinary course of business and consistent with past practice or (ii) increasing annual compensation and/or providing for or amending bonus arrangements for employees for fiscal 1999 in the ordinary course of yearend compensation reviews consistent with past practice and paying bonuses to employees for fiscal 1999 in amounts previously disclosed to (to the extent that such compensation increases and new or amended bonus arrangements do not result in a material increase in benefits or compensation expense to TCG); (g) acquire, sell, lease or dispose of any assets in any single transaction or series of related transactions other than in the ordinary course of business; (h) except as may be required as a result of a change in law or in generally accepted accounting principles, change any of the accounting principles or practices used by it; (i) revalue in any material respect any of its assets, including, without limitation, writing down the value of inventory of writing-off notes or accounts receivable other than in the ordinary course of business; (j) (i) acquire (by merger, consolidation, or acquisition of stock or assets) any corporation, partnership, or other business organization or division thereof or any equity interest therein; (ii) enter into any contract or agreement other than in the ordinary course of business consistent with past practice which would be material to TCG; (iii) authorize any new capital expenditure or expenditures which, individually, is in excess of $1,000 or, in the aggregate, are in excess of $5,000: provided, however that none of the foregoing shall limit any capital expenditure required pursuant to existing contracts; (k) make any tax election or settle or compromise any income tax liability material to TCG and its subsidiaries taken as a whole;

(l) settle or compromise any pending or threatened suit, action or claim which (i) relates to the transactions contemplated hereby or (ii) the settlement or compromise of which could have a Material Adverse Effect on TCG; (m) commence any material research and development project or terminate any material research and development project that is currently ongoing, in either case, except pursuant to the terms of existing contracts or except in the ordinary course of business; or (n) take, or agree in writing or otherwise to take, any of the actions described in Sections 4.2(a) through 4.2(m) or any action which would make any of the representations or warranties of the TCG contained in this Agreement untrue or incorrect. Section 4.3. Preparation of 8-K. TCG and WWNI shall promptly prepare and file with the SEC an 8-K disclosing this merger. Section 4.4. Other Potential Acquirers. (a) TCG, its affiliates and their respective officers, directors, employees, representatives and agents shall immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any Third Party Acquisition. Section 4.5. Meetings of Stockholders. TCG shall take all action necessary, in accordance with the respective General Corporation Law of its respective state, and its respective Articles of Incorporation and bylaws, to duly call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable, to consider and vote upon the adoption and approval of this Agreement and the transactions contemplated hereby. The stockholder votes required for the adoption and approval of the transactions contemplated by this Agreement. TCG will, through its Boards of Directors, recommend to their respective stockholders approval of such matters Section 4.6. NASD OTC:BB Listing. The parties shall use all reasonable efforts to cause the WWNI Shares, subject to Rule 144, to be traded on the Over-The-Counter Bulletin Board (OTC:BB). Section 4.7. Access to Information. (a) Between the date hereof and the Effective Time, WWNI will give TCG and its authorized representatives, and TCG will give WWNI and its authorized representatives, reasonable access to all employees, plants, offices, warehouses and other facilities and to all books and records of itself and its subsidiaries, will permit the other party to make such inspections as such party may reasonably require and will cause its officers and those of its subsidiaries to furnish the other party with such financial and operating data and other information with respect to the business and properties of itself and its subsidiaries as the other party may from time to time reasonably request. (b) Between the date hereof and the Effective Time, WWNI shall furnish to TCG, and TCG will furnish to WWNI, within 25 business days after the end of each quarter, quarterly statements prepared by such party in conformity with its past practices) as of the last day of the period then ended. (c) Each of the parties hereto will hold and will cause its consultants and advisers to hold in confidence all documents and information furnished to it in connection with the transactions contemplated by this Agreement. Section 4.8. Additional Agreements, Reasonable Efforts. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) cooperating in the preparation and filing of the 8-K, any filings that may be required under the HSR Act, and any amendments to any thereof; (ii) obtaining consents of all third parties and Governmental Entities necessary, proper or advisable for the consummation of the transactions contemplated by

(l) settle or compromise any pending or threatened suit, action or claim which (i) relates to the transactions contemplated hereby or (ii) the settlement or compromise of which could have a Material Adverse Effect on TCG; (m) commence any material research and development project or terminate any material research and development project that is currently ongoing, in either case, except pursuant to the terms of existing contracts or except in the ordinary course of business; or (n) take, or agree in writing or otherwise to take, any of the actions described in Sections 4.2(a) through 4.2(m) or any action which would make any of the representations or warranties of the TCG contained in this Agreement untrue or incorrect. Section 4.3. Preparation of 8-K. TCG and WWNI shall promptly prepare and file with the SEC an 8-K disclosing this merger. Section 4.4. Other Potential Acquirers. (a) TCG, its affiliates and their respective officers, directors, employees, representatives and agents shall immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any Third Party Acquisition. Section 4.5. Meetings of Stockholders. TCG shall take all action necessary, in accordance with the respective General Corporation Law of its respective state, and its respective Articles of Incorporation and bylaws, to duly call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable, to consider and vote upon the adoption and approval of this Agreement and the transactions contemplated hereby. The stockholder votes required for the adoption and approval of the transactions contemplated by this Agreement. TCG will, through its Boards of Directors, recommend to their respective stockholders approval of such matters Section 4.6. NASD OTC:BB Listing. The parties shall use all reasonable efforts to cause the WWNI Shares, subject to Rule 144, to be traded on the Over-The-Counter Bulletin Board (OTC:BB). Section 4.7. Access to Information. (a) Between the date hereof and the Effective Time, WWNI will give TCG and its authorized representatives, and TCG will give WWNI and its authorized representatives, reasonable access to all employees, plants, offices, warehouses and other facilities and to all books and records of itself and its subsidiaries, will permit the other party to make such inspections as such party may reasonably require and will cause its officers and those of its subsidiaries to furnish the other party with such financial and operating data and other information with respect to the business and properties of itself and its subsidiaries as the other party may from time to time reasonably request. (b) Between the date hereof and the Effective Time, WWNI shall furnish to TCG, and TCG will furnish to WWNI, within 25 business days after the end of each quarter, quarterly statements prepared by such party in conformity with its past practices) as of the last day of the period then ended. (c) Each of the parties hereto will hold and will cause its consultants and advisers to hold in confidence all documents and information furnished to it in connection with the transactions contemplated by this Agreement. Section 4.8. Additional Agreements, Reasonable Efforts. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) cooperating in the preparation and filing of the 8-K, any filings that may be required under the HSR Act, and any amendments to any thereof; (ii) obtaining consents of all third parties and Governmental Entities necessary, proper or advisable for the consummation of the transactions contemplated by

this Agreement; (iii) contesting any legal proceeding relating to the Merger and (iv) the execution of any additional instruments necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement, TCG and WWNI agree to use all reasonable efforts to cause the Effective Time to occur as soon as practicable after the stockholder votes with respect to the Merger. In case at any time after the Effective Time any further action is necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall take all such necessary action. Section 4.9. Indemnification. (a) To the extent, if any, not provided by an existing right under one of the parties' directors and officers liability insurance policies, from and after the Effective Time, WWNI shall, to the fullest extent permitted by applicable law, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director, officer or employee of the parties hereto or any subsidiary thereof (each an "Indemnified Party" and, collectively, the ``Indemnified Parties") against all losses, expenses (including reasonable attorneys' fees and expenses), claims, damages or liabilities or, subject to the proviso of the next succeeding sentence, amounts paid in settlement arising out of actions or omissions occurring at or prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time) that are in whole or in part (i) based on, or arising out of the fact that such person is or was a director, officer or employee of such party or a subsidiary of such party or (ii) based on, arising out of or pertaining to the transactions contemplated by this Agreement. In the event of any such loss expense, claim, damage or liability (whether or not arising before the Effective Time), (i) WWNI shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to WWNI, promptly after statements therefore are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the NGCL or its Articles of Incorporation or bylaws, (ii) WWNI will cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the NGCL and WWNI's Articles of Incorporation or bylaws shall be made by independent counsel mutually acceptable to WWNI and the Indemnified Party; provided, however, that WWNI shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, c conflict on any significant issue between positions of any two or more Indemnified Parties. (b) In the event WWNI or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity or such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in either such case, proper provision shall be made so that the successors and assigns of WWNI shall assume the obligations set forth in this Section 4.9. (c) To the fullest extent permitted by law, from and after the Effective Time, all rights to indemnification now existing in favor of the employees, agents, directors or officers of WWNI and TCG and their subsidiaries with respect to their activities as such prior to the Effective Time, as provided in WWNI's and TCG's Articles of Incorporation or bylaws, in effect on the date thereof or otherwise in effect on the date hereof, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time. (d) The provisions of this Section 4.9 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs and his or her representatives. Section 4.10. Notification of Certain Matters. The parties hereto shall give prompt notice to the other parties, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time, (ii) any material failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by such party or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement material to the financial condition, properties, businesses or

results of operations of such party and its subsidiaries taken as a whole to which such party or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any material adverse change in their respective financial condition, properties, businesses, results of operations or prospects taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 4.10 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice. ARTICLE 5 Conditions to Consummation of the Merger Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) this Agreement shall have been approved and adopted by the requisite vote of the stockholders of TCG; (b) this Agreement shall have been approved and adopted by the Board of Directors of WWNI and TCG; (c) no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any United States court or United States governmental authority which prohibits, restrains, enjoins or restricts the consummation of the Merger; (d) any waiting period applicable to the Merger under the HSR Act shall have terminated or expired, and any other governmental or regulatory notices or approvals required with respect to the transactions contemplated hereby shall have been either filed or received; and Section 5.2. Conditions to the Obligations of WWNI. The obligation of WWNI to effect the Merger is subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) the representations of TCG contained in this Agreement or in any other document delivered pursuant hereto shall be true and correct (except to the extent that the breach thereof would not have a Material Adverse Effect on TCG) at and as of the Effective Time with the same effect as if made at and as of the Effective Time (except to the extent such representations specifically related to an earlier date, in which case such representations shall be true and correct as of such earlier date), and at the Closing TCG shall have delivered to WWNI a certificate to that effect; (b) each of the covenants and obligations of TCG to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Effective Time and at the Closing TCG shall have delivered to WWNI a certificate to that effect; (d) TCG shall have obtained the consent or approval of each person whose consent or approval shall be required in order to permit the Merger as relates to any obligation, right or interest of TCG under any loan or credit agreement, note, mortgage, indenture, lease or other agreement or instrument, except those for which failure to obtain such consents and approvals would not, in the reasonable opinion of WWNI, individually or in the aggregate, have a Material Adverse Effect on TCG; (e) there shall have been no events, changes or effects with respect to TCG or its subsidiaries having or which could reasonably be expected to have a Material Adverse Effect on TCG; and Section 5.3. Conditions to the Obligations of TCG. The respective obligations of TCG to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions: (a) the representations of WWNI contained in this Agreement or in any other document delivered pursuant hereto shall be true and correct (except to the extent that the breach thereof would not have a Material Adverse Effect on WWNI) at and as of the Effective Time with the same effect as if made at

and as of the Effective Time (except to the extent such representations specifically related to an earlier date, in which case such representations shall be true and correct as of such earlier date), and at the Closing WWNI shall have delivered to TCG a certificate to that effect; (b) each of the covenants and obligations of WWNI to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Effective Time and at the Closing WWNI shall have delivered to TCG a certificate to that effect; (c) there shall have been no events, changes or effects with respect to WWNI having or which could reasonably be expected to have a Material Adverse Effect on WWNI. ARTICLE 6 Termination; Amendment; Waiver Section 6.1. Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after approval and adoption of this Agreement by WWNI's or TCG's stockholders: (a) by mutual written consent of WWNI and TCG; (b) by TCG or WWNI if (i) any court of competent jurisdiction in the United States or other United States Governmental Entity shall have issued a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action is or shall have become nonappealable or (ii) the Merger has not been consummated by February 15, 2000; provided, however, that no party may terminate this Agreement pursuant to this clause (ii) if such party's failure to fulfill any of its obligations under this Agreement shall have been the reason that the Effective Time shall not have occurred on or before said date; (c) by WWNI if (i) there shall have been a breach of any representation or warranty on the part of TCG set forth in this Agreement, or if any representation or warranty of TCG shall have become untrue, in either case such that the conditions set forth in Section 5.2(a) would be incapable of being satisfied by February 26, 2000 (or as otherwise extended), (ii) there shall have been a breach by TCG of any of their respective covenants or agreements hereunder having a Material Adverse Effect on TCG or materially adversely affecting (or materially delaying) the consummation of the Merger, and TCG, as the case may be, has not cured such breach within 20 business days after notice by WWNI thereof, provided that WWNI has not breached any of its obligations hereunder, (iii) WWNI shall have convened a meeting of its stockholders to vote upon the Merger and shall have failed to obtain the requisite vote of its stockholders; or (iv) WWNI shall have convened a meeting of its Board of Directors to vote upon the Merger and shall have failed to obtain the requisite vote; (d) by TCG if (i) there shall have been a breach of any representation or warranty on the part of WWNI set forth in this Agreement, or if any representation or warranty of WWNI shall have become untrue, in either case such that the conditions set forth in Section 5.3(a) would be incapable of being satisfied by February 26, 2000 (or as otherwise extended), (ii) there shall have been a breach by WWNI of its covenants or agreements hereunder having a Material Adverse Effect on WWNI or materially adversely affecting (or materially delaying) the consummation of the Merger, and WWNI, as the case may be, has not cured such breach within twenty business days after notice by TCG thereof, provided that TCG has not breached any of its obligations hereunder, (iii) the WWNI Board shall have recommended to WWNI's stockholders a Superior Proposal, (iv) the WWNI Board shall have withdrawn, modified or changed its approval or recommendation of this Agreement or the Merger, or hold a stockholders' meeting to vote upon the Merger, or shall have adopted any resolution to effect any of the foregoing, (v) TCG shall have convened a meeting of its stockholders to vote upon the Merger and shall have failed to obtain the requisite vote of its stockholders. Section 6.2. Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders,

and as of the Effective Time (except to the extent such representations specifically related to an earlier date, in which case such representations shall be true and correct as of such earlier date), and at the Closing WWNI shall have delivered to TCG a certificate to that effect; (b) each of the covenants and obligations of WWNI to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Effective Time and at the Closing WWNI shall have delivered to TCG a certificate to that effect; (c) there shall have been no events, changes or effects with respect to WWNI having or which could reasonably be expected to have a Material Adverse Effect on WWNI. ARTICLE 6 Termination; Amendment; Waiver Section 6.1. Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, whether before or after approval and adoption of this Agreement by WWNI's or TCG's stockholders: (a) by mutual written consent of WWNI and TCG; (b) by TCG or WWNI if (i) any court of competent jurisdiction in the United States or other United States Governmental Entity shall have issued a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action is or shall have become nonappealable or (ii) the Merger has not been consummated by February 15, 2000; provided, however, that no party may terminate this Agreement pursuant to this clause (ii) if such party's failure to fulfill any of its obligations under this Agreement shall have been the reason that the Effective Time shall not have occurred on or before said date; (c) by WWNI if (i) there shall have been a breach of any representation or warranty on the part of TCG set forth in this Agreement, or if any representation or warranty of TCG shall have become untrue, in either case such that the conditions set forth in Section 5.2(a) would be incapable of being satisfied by February 26, 2000 (or as otherwise extended), (ii) there shall have been a breach by TCG of any of their respective covenants or agreements hereunder having a Material Adverse Effect on TCG or materially adversely affecting (or materially delaying) the consummation of the Merger, and TCG, as the case may be, has not cured such breach within 20 business days after notice by WWNI thereof, provided that WWNI has not breached any of its obligations hereunder, (iii) WWNI shall have convened a meeting of its stockholders to vote upon the Merger and shall have failed to obtain the requisite vote of its stockholders; or (iv) WWNI shall have convened a meeting of its Board of Directors to vote upon the Merger and shall have failed to obtain the requisite vote; (d) by TCG if (i) there shall have been a breach of any representation or warranty on the part of WWNI set forth in this Agreement, or if any representation or warranty of WWNI shall have become untrue, in either case such that the conditions set forth in Section 5.3(a) would be incapable of being satisfied by February 26, 2000 (or as otherwise extended), (ii) there shall have been a breach by WWNI of its covenants or agreements hereunder having a Material Adverse Effect on WWNI or materially adversely affecting (or materially delaying) the consummation of the Merger, and WWNI, as the case may be, has not cured such breach within twenty business days after notice by TCG thereof, provided that TCG has not breached any of its obligations hereunder, (iii) the WWNI Board shall have recommended to WWNI's stockholders a Superior Proposal, (iv) the WWNI Board shall have withdrawn, modified or changed its approval or recommendation of this Agreement or the Merger, or hold a stockholders' meeting to vote upon the Merger, or shall have adopted any resolution to effect any of the foregoing, (v) TCG shall have convened a meeting of its stockholders to vote upon the Merger and shall have failed to obtain the requisite vote of its stockholders. Section 6.2. Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 6.1, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its affiliates, directors, officers or stockholders,

other than the provisions of this Section 6.2 and Sections 4.7(c) and 6.3 hereof. Nothing contained in this Section 6.2 shall relieve any party from liability for any breach of this Agreement. Section 6.3. Fees and Expenses. Except as specifically provided in this Section 6.3, each party shall bear its own expenses in connection with this Agreement and the transactions contemplated hereby. Section 6.4. Amendment. This Agreement may be amended by action taken by WWNI and TCG at any time before or after approval of the Merger by the stockholders of WWNI and TCG (if required by applicable law) but, after any such approval, no amendment shall be made which requires the approval of such stockholders under applicable law without such approval. This Agreement may not be amended except by an instrument in writing signed on behalf of the parties hereto. Section 6.5. Extension; Waiver. At any time prior to the Effective Time, each party hereto may (i) extend the time for the performance of any of the obligations or other acts of any other party, (ii) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document, certificate or writing delivered pursuant hereto or (iii) waive compliance by any other party with any of the agreements or conditions contained herein. Any agreement on the part of any party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of such rights. ARTICLE 7 Miscellaneous Section 7.1. Nonsurvival of Representations and Warranties. The representations and warranties made herein shall not survive beyond the Effective Time or a termination of this Agreement. This Section 7.1 shall not limit any covenant or agreement of the parties hereto which by its terms requires performance after the Effective Time. Section 7.2. Entire Agreement; Assignment. This Agreement (a) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral, between the parties with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise. Section 7.3. Validity. If any provision of this Agreement, or the application thereof to any person or circumstance, is held invalid or unenforceable, the remainder of this Agreement, and the application of such provision to other persons or circumstances, shall not be affected thereby, and to such end, the provisions of this Agreement are agreed to be severable. Section 7.4. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile or by registered or certified mail (postage prepaid, return receipt requested), to each other party as follows: If to TCG: Tarrab Capital Group 1850 East Flamingo Rd. Suite 111 Las Vegas, Nevada 89119 with a copy to: Donald J. Stoecklein Sperry Young & Stoecklein 1850 East Flamingo Rd. Suite 111 Las Vegas, Nevada 89119 (702) 792-2590

if to WWNI: Dennis Shen President Worldwide Wireless Networks, Inc. 770 The City Drive, Suite 3700 Orange, California 92868 (714) 937-5500 or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above. Section 7.5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to the principles of conflicts of law thereof. Section 7.6. Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. Section 7.7. Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and its successors and permitted assigns, and except as provided in Sections 4.9 and 4.11, nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. Section 7.8. Certain Definitions. For the purposes of this Agreement, the term: (a) "affiliate" means (except as otherwise provided in Sections 2.19 and 3.19 a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first mentioned person; (b) "business day" means any day other than a day on which Nasdaq is closed; (c) "capital stock" means common stock, preferred stock, partnership interests, limited liability company interests or other ownership interests entitling the holder thereof to vote with respect to matters involving the issuer thereof; (d) "knowledge'' or "known'' means, with respect to any matter in question, if an executive officer of WWNI or TCG or its subsidiaries, as the case may be, has actual knowledge of such matter; (e) "person" means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization or other legal entity; and (f) "subsidiary" or "subsidiaries" of WWNI, TCG or any other person, means any corporation, partnership, limited liability company, association, trust, unincorporated association or other legal entity of which WWNI, TCG or any such other person, as the case may be (either alone or through or together with any other subsidiary), owns, directly or indirectly, 50% or more of the capital stock, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity. Section 7.9. Personal Liability. This Agreement shall not create or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder of WWNI, TCG or any officer, director, employee, agent, representative or investor of any party hereto. Section 7.10. Specific Performance. The parties hereby acknowledge and agree that the failure of any party to perform its agreements and covenants hereunder, including its failure to take all actions as are necessary on its part to the consummation of the Merger, will cause irreparable injury to the other parties for which damages, even if available, will not be an adequate remedy. Accordingly, each party hereby consents to the issuance of injunctive relief by any court of competent jurisdiction to compel performance of such party's obligations and to the granting by any court of the remedy of

if to WWNI: Dennis Shen President Worldwide Wireless Networks, Inc. 770 The City Drive, Suite 3700 Orange, California 92868 (714) 937-5500 or to such other address as the person to whom notice is given may have previously furnished to the others in writing in the manner set forth above. Section 7.5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to the principles of conflicts of law thereof. Section 7.6. Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. Section 7.7. Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and its successors and permitted assigns, and except as provided in Sections 4.9 and 4.11, nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. Section 7.8. Certain Definitions. For the purposes of this Agreement, the term: (a) "affiliate" means (except as otherwise provided in Sections 2.19 and 3.19 a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first mentioned person; (b) "business day" means any day other than a day on which Nasdaq is closed; (c) "capital stock" means common stock, preferred stock, partnership interests, limited liability company interests or other ownership interests entitling the holder thereof to vote with respect to matters involving the issuer thereof; (d) "knowledge'' or "known'' means, with respect to any matter in question, if an executive officer of WWNI or TCG or its subsidiaries, as the case may be, has actual knowledge of such matter; (e) "person" means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization or other legal entity; and (f) "subsidiary" or "subsidiaries" of WWNI, TCG or any other person, means any corporation, partnership, limited liability company, association, trust, unincorporated association or other legal entity of which WWNI, TCG or any such other person, as the case may be (either alone or through or together with any other subsidiary), owns, directly or indirectly, 50% or more of the capital stock, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity. Section 7.9. Personal Liability. This Agreement shall not create or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect stockholder of WWNI, TCG or any officer, director, employee, agent, representative or investor of any party hereto. Section 7.10. Specific Performance. The parties hereby acknowledge and agree that the failure of any party to perform its agreements and covenants hereunder, including its failure to take all actions as are necessary on its part to the consummation of the Merger, will cause irreparable injury to the other parties for which damages, even if available, will not be an adequate remedy. Accordingly, each party hereby consents to the issuance of injunctive relief by any court of competent jurisdiction to compel performance of such party's obligations and to the granting by any court of the remedy of

specific performance of its obligations hereunder; provided, however, that, if a party hereto is entitled to receive any payment or reimbursement of expenses pursuant to Sections 6.3(a), (b) or (c), it shall not be entitled to specific performance to compel the consummation of the Merger. Section 7.11. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. In Witness Whereof, each of the parties has caused this Agreement to be duly executed on its behalf as of the day and year first above written. WORLDWIDE WIRELESS NETWORKS, INC.
By: /s/ Dennis Shen ----------Name: Dennis Shen Title: President

TARRAB CAPITAL GROUP
By: /s/ Andreas Commins --------------Name: Andreas G. Commins Title: President

WWNI DISCLOSURE SCHEDULE Schedule 2.1 Organization See Amended Articles/Bylaws Schedule 2.2(a) Options, Stock Preference Rights The Company has reserved up
to 1,000,000 shares of Common Stock for options and up to 400,000 shares of Common Stock for warrants. Schedule 2.6 Schedule 2.7 Schedule 2.8 Schedule 2.9 Schedule 2.10 Consents & Approvals No Default No Undisclosed Liability Litigation None Provided Not Applicable None Exist None Exist None None Provided Not Applicable None Exist None Exist Extensive List provided

Compliance with Applicable Law

Schedule 2.11 Employee Benefit Plans Schedule 2.12 Environmental Laws and Regs Schedule 2.13 Tax Matters Schedule 2.14 Title to Property Schedule Terrab 2.15 Intellectual Property

Schedule 2.16 Insurance Schedule 2.17 Vote Required

None Exist None Required Not Applicable

Schedule 2.18 Tax Treatment

specific performance of its obligations hereunder; provided, however, that, if a party hereto is entitled to receive any payment or reimbursement of expenses pursuant to Sections 6.3(a), (b) or (c), it shall not be entitled to specific performance to compel the consummation of the Merger. Section 7.11. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. In Witness Whereof, each of the parties has caused this Agreement to be duly executed on its behalf as of the day and year first above written. WORLDWIDE WIRELESS NETWORKS, INC.
By: /s/ Dennis Shen ----------Name: Dennis Shen Title: President

TARRAB CAPITAL GROUP
By: /s/ Andreas Commins --------------Name: Andreas G. Commins Title: President

WWNI DISCLOSURE SCHEDULE Schedule 2.1 Organization See Amended Articles/Bylaws Schedule 2.2(a) Options, Stock Preference Rights The Company has reserved up
to 1,000,000 shares of Common Stock for options and up to 400,000 shares of Common Stock for warrants. Schedule 2.6 Schedule 2.7 Schedule 2.8 Schedule 2.9 Schedule 2.10 Consents & Approvals No Default No Undisclosed Liability Litigation None Provided Not Applicable None Exist None Exist None None Provided Not Applicable None Exist None Exist Extensive List provided

Compliance with Applicable Law

Schedule 2.11 Employee Benefit Plans Schedule 2.12 Environmental Laws and Regs Schedule 2.13 Tax Matters Schedule 2.14 Title to Property Schedule Terrab 2.15 Intellectual Property

Schedule 2.16 Insurance Schedule 2.17 Vote Required

None Exist None Required Not Applicable

Schedule 2.18 Tax Treatment

WWNI DISCLOSURE SCHEDULE Schedule 2.1 Organization See Amended Articles/Bylaws Schedule 2.2(a) Options, Stock Preference Rights The Company has reserved up
to 1,000,000 shares of Common Stock for options and up to 400,000 shares of Common Stock for warrants. Schedule 2.6 Schedule 2.7 Schedule 2.8 Schedule 2.9 Schedule 2.10 Consents & Approvals No Default No Undisclosed Liability Litigation None Provided Not Applicable None Exist None Exist None None Provided Not Applicable None Exist None Exist Extensive List provided

Compliance with Applicable Law

Schedule 2.11 Employee Benefit Plans Schedule 2.12 Environmental Laws and Regs Schedule 2.13 Tax Matters Schedule 2.14 Title to Property Schedule Terrab 2.15 Intellectual Property

Schedule 2.16 Insurance Schedule 2.17 Vote Required

None Exist None Required Not Applicable Dennis and Susan Shen Jack Tortorice Charles C. Bream III Thomas J. Rotert None Exist See 2.19 Waived - None Exist None Exist None Provided

Schedule 2.18 Tax Treatment Schedule 2.19 Affiliates

Schedule 2.20 Certain Business Practices Schedule 2.21 Insider Interest Schedule 2.22 Opinion of Financial Adviser Schedule 2.23 Broker Schedule 4.1 Conduct of Business

TCG DISCLOSURE SCHEDULE
Schedule 3.2(b) Subsidiary Stock Schedule 3.2(c) Capital Stock Rights Articles Schedule 3.2(d) Securities conversions Schedule 3.2 (f) Subsidiaries Schedule 3.6 Schedule 3.7 Consents & Approvals No Default None Exist None Exist other than as in

None Exist None Exist Provided Not Applicable

TCG DISCLOSURE SCHEDULE
Schedule 3.2(b) Subsidiary Stock Schedule 3.2(c) Capital Stock Rights Articles Schedule 3.2(d) Securities conversions Schedule 3.2 (f) Subsidiaries Schedule 3.6 Schedule 3.7 Schedule 3.8 Schedule 3.9 Consents & Approvals No Default No Undisclosed Liability Litigation None Exist None Exist other than as in

None Exist None Exist Provided Not Applicable None Exist None Exist Not Applicable full

Schedule 3.10 Compliance with Applicable Law disclosed in 10KSB Schedule 3.11 Employee Benefit Plans Exist

Section 3.11( c)No

Options

Section 3.11(e) No Agreements Exist Schedule 3.12 Environmental Laws and Regs Schedule 3.13 Tax Matters Schedule 3.14 Title to Property Schedule 3.15(b) Intellectual Property Schedule 3.16 Insurance Schedule 3.17 Certificate Vote Required Not Applicable None Exist None Exist None Exist None Exist See Shareholder Meeting

Schedule 3.18 Tax Treatment Schedule 3.19 Affiliates Schedule 3.20 Certain Business Practices Schedule 3.21 Insider Interest Schedule 3.22 Opinion of Financial Adviser Schedule 3.23 Broker Schedule 4.2 Conduct of Business

Not Applicable Andreas Commins None Exist None Exist Waived - None Exist None Exist See Amended & Restated Articles

CERTIFICATE OF MERGER OF WORLDWIDE WIRELESS NETWORKS, INC. a Nevada corporation and TARRAB CAPITAL GROUP a Nevada corporation The undersigned corporations, WORLDWIDE WIRELESS NETWORKS, INC., a Nevada corporation ("WWN"), and TARRAB CAPITAL GROUP, a Nevada corporation ("TCG"), do hereby certify:

CERTIFICATE OF MERGER OF WORLDWIDE WIRELESS NETWORKS, INC. a Nevada corporation and TARRAB CAPITAL GROUP a Nevada corporation The undersigned corporations, WORLDWIDE WIRELESS NETWORKS, INC., a Nevada corporation ("WWN"), and TARRAB CAPITAL GROUP, a Nevada corporation ("TCG"), do hereby certify: 1. WWN is a corporation duly organized and validly existing under the laws of the State of Nevada. Articles of Incorporation were originally filed on June 10, 1992. 2. TCG is a corporation duly organized and validly existing under the laws of the State of Nevada. Articles of Incorporation were originally filed on November 22, 1999. 3. WWN and TCG are parties to a Merger Agreement, as amended, pursuant to which TCG will be merged with and into WWN. Upon completion of the merger WWN will be the surviving corporation in the merger and TCG will be dissolved. Pursuant to the Merger Agreement the stockholders of TCG will receive stock in WWN. 4. The Articles of Incorporation and Bylaws of WWN as existing prior to the effective date of the merger shall continue in full force as the Articles of Incorporation and Bylaws of the surviving corporation. 5. The complete executed Agreement and Plan of Merger dated as of February 10, 2000, which sets forth the plan of merger providing for the merger of TCG with and into WWN is on file at the corporate offices of WWN. 6. A copy of the Merger Agreement will be furnished by WWN on request and without cost to any stockholder of any corporation which is a party to the merger. 7. The plan of merger as set forth in the Agreement and Plan of Merger, has been approved by a majority of the Board of Directors of TCG at a meeting held February 10, 2000. 8. TCG has 5,000,000 shares of common stock issued, outstanding and entitled to vote on the merger. At a meeting of the Shareholders of TCG held February 10, 2000 all 5,000,000 shares voted in favor of the merger.

9. The plan of merger as set forth in the Agreement and Plan of Merger, was approved by a majority of the Board of Directors of WWN at a meeting held February 10, 2000. 10. Stockholder approval of the Agreement and Plan of Merger by the Stockholders of WWN is not required pursuant to NRS 92A.130(1). 11. The manner in which the exchange of issued shares of WWN shall be affected is set forth in the Agreement and Plan of Merger. IN WITNESS WHEREOF, the undersigned have executed these Certificate of Merger this 10th day of February, 2000.
WORLDWIDE WIRELESS NETWORKS, INC. a Nevada corporation TARRAB CAPITAL GROUP a Nevada Corporation

By /s/ Dennis Shen ----------DENNIS SHEN, President

By /s/ Andreas Commins --------------ANDREAS COMMINS, President

9. The plan of merger as set forth in the Agreement and Plan of Merger, was approved by a majority of the Board of Directors of WWN at a meeting held February 10, 2000. 10. Stockholder approval of the Agreement and Plan of Merger by the Stockholders of WWN is not required pursuant to NRS 92A.130(1). 11. The manner in which the exchange of issued shares of WWN shall be affected is set forth in the Agreement and Plan of Merger. IN WITNESS WHEREOF, the undersigned have executed these Certificate of Merger this 10th day of February, 2000.
WORLDWIDE WIRELESS NETWORKS, INC. a Nevada corporation TARRAB CAPITAL GROUP a Nevada Corporation

By /s/ Dennis Shen ----------DENNIS SHEN, President

By /s/ Andreas Commins --------------ANDREAS COMMINS, President

By /s/ Susan Shen ---------SUSAN SHEN, Secretary

By /s/ Andreas Commins --------------ANDREAS COMMINS, Secretary

STATE OF UTAH ) ) SS: COUNTY OF Salt Lake ) On 2-10-00 before me, a Notary Public, personally appeared DENNIS SHEN who is the President of WORLDWIDE WIRELESS NETWORKS, INC., and who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacities and that, by his signatures on the instrument, the person or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal.
/s/ John Clayton -----------John Clayton Notary Public

STATE OF UTAH ) ) SS: COUNTY OF Salt Lake ) On 2-10-00 before me, a Notary Public, personally appeared SUSAN SHEN who is the Secretary of WORLDWIDE WIRELESS NETWORKS, INC., and who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacities and that, by her signatures on the instrument, the person or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal.

/s/ John Clayton -----------John Clayton Notary Public

STATE OF NEVADA COUNTY OF CLARK

) ) )

SS:

On 2-10-00 before me, a Notary Public, personally appeared ANDREAS COMMINS who is the President and Secretary of TARRAB CAPITAL GROUP and who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacities and that, by his signatures on the instrument, the person or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal.
/s/ Debra Amigone ------------Debra Amigone Notary Public

May 8, 2000 Mr. Sean Loftis President, 1st Universe Internet 5 Park Plaza #320 Irvine, CA 92614 Re: Purchase of 1st Universe Assets Dear Sean: This is our Letter of Intent regarding Worldwide Wireless Network, Inc.'s ("WWWN") purchase of the assets of 1st Universe Internet ("FSUI"). If our terms are acceptable, we will draft a formal Purchase Agreement for signature by both parties. 1. Owner: We assume that you are the sole owner ("Owner") of FSUI. 2. Asset Sale: WWWN and FSUI will transact an "asset sale". WWWN will purchase all the assets of FSUI, which will include, but are not limited to, all revenue-producing elements of FSUI, inclusive of its customer base as of the date of the purchase agreement, all business conducted with said base, its customer and prospect list, all accounts receivable, its web hosting business, and company equipment. 3. Liabilities: WWWN will not be responsible for any liabilities of FSUI created prior to the Closing of the Purchase Agreement and assumes FSUI has no pending or current lawsuits, and no outstanding issues with the IRS or other governmental agency . 4. FSUI Employees: WWWN will work with you to determine what employees of FSUI will be hired by WWWN and what their positions and compensation will be, but WWWN will not assume any prior obligations FSUI might have with its current or past employees or agents. 5. Purchase Price: WWWN will purchase the assets of FSUI for 200,000 shares of its common stock, which will have "piggyback" registration rights and be restricted as follows:

May 8, 2000 Mr. Sean Loftis President, 1st Universe Internet 5 Park Plaza #320 Irvine, CA 92614 Re: Purchase of 1st Universe Assets Dear Sean: This is our Letter of Intent regarding Worldwide Wireless Network, Inc.'s ("WWWN") purchase of the assets of 1st Universe Internet ("FSUI"). If our terms are acceptable, we will draft a formal Purchase Agreement for signature by both parties. 1. Owner: We assume that you are the sole owner ("Owner") of FSUI. 2. Asset Sale: WWWN and FSUI will transact an "asset sale". WWWN will purchase all the assets of FSUI, which will include, but are not limited to, all revenue-producing elements of FSUI, inclusive of its customer base as of the date of the purchase agreement, all business conducted with said base, its customer and prospect list, all accounts receivable, its web hosting business, and company equipment. 3. Liabilities: WWWN will not be responsible for any liabilities of FSUI created prior to the Closing of the Purchase Agreement and assumes FSUI has no pending or current lawsuits, and no outstanding issues with the IRS or other governmental agency . 4. FSUI Employees: WWWN will work with you to determine what employees of FSUI will be hired by WWWN and what their positions and compensation will be, but WWWN will not assume any prior obligations FSUI might have with its current or past employees or agents. 5. Purchase Price: WWWN will purchase the assets of FSUI for 200,000 shares of its common stock, which will have "piggyback" registration rights and be restricted as follows: a) 2,500 shares may be sold every 30 days after Closing has occurred and their free trade status is in compliance with SEC regulations, with a minimum of 30 days between the sale of each 2,500 shares. b) An additional 1,000 shares (i.e., a total of 3,500 shares) may be sold any time the immediate preceeding average 30 day volume of WWWN stock is 50,000 shares or greater. c) A maximum of 15,000 shares can be sold in any 30-day period from the start of month 13 through month 24. d) All of Owner's stock will be free trading at the beginning of month 25. Please note that the ability to sell any stock in this purchase agreement is subject to SEC rules regarding the registration and sale of stock. It is understood that this will take precedent over any proposed disposition of stock in this offer. 6. Indemnification: Owner is responsible for any claims made against FSUI for activities that occurred prior to Closing that impact the assets purchased by WWWN. Owner agrees to indemnify WWWN for any such action that affects the assets purchased for a period of one year from Closing. 30,000 shares of the purchase will be held in a mutually agreeable escrow account for one year for potential indemnification, although if damages impacting what WWWN has purchased exceeds the value of said escrow shares, Owner is responsible for full indemnification to WWWN. 7. Audit: There will be an audit 45 days after Closing of FSUI's entire customer base and their MRI plus other profit centers that contributed to the "$25,000/month audit benchmark" which you identified for accounts billed by FSUI, as well as FSUI customers billed by WWWN. Should this combined monthly figure be less than it was at Closing, the purchase price of 200,000 shares will be reduced on a pro-rata percentage basis. For example, if the combined figure at Closing is $40,000, but 45 days later is 10% less (i.e., $36,000), the purchase price of 200,000 shares will be adjusted downwards by 10% (i.e., to 180,000 shares). There will be no upward adjustment made to the purchase price, and service upgrades to those accounts will not be included in this

calculation, as that will be considered post-Closing, future business. Any atypical WWWN support cost during the aforementioned 45 day period to keep these customers active, including special offers or commitments to future deeper discounts, will be assessed and factored into the conclusions of the 45 day audit, with fair and reasonable adjustments made accordingly. Conversely, accounts which FSUI adds to its base during the audit period may be used as an offset to cover potential shortfalls. 8. Non-Circumvent & Non-Compete: Owner understands that FSUI's customer base and prospect list are part of the assets being purchased by WWWN for valuable consideration, and also acknowledges his familiarity with WWWN's overall business. Accordingly, Owner promises not to solicit his customers or any WWWN customers, directly or indirectly, or assist a third party in soliciting any of these customers, for a period of 5 years from the date of Closing. Additionally, Owner agrees not to solicit WWWN employees nor compete or consult against WWWN, directly or indirectly, in any market WWWN is in or has advised Owner it is expanding into, for a period of three years. These markets include the entirety of Southern California, Santa Barbara, Las Vegas, the San Francisco Bay area, inclusive of Oakland, and Honolulu. 9. Due Diligence/Accounts Payable: FSUI will make its books and documentation fully available to WWWN during its due diligence period, which is targeted to be completed by May 8, 2000. Furthermore, FSUI will bring its accounts payable current with WWWN prior to Closing. 10. Non-Solicitation Period: Recognizing that WWWN will be using financial and human resources to engage in due diligence, FSUI promises that it will not seek, solicit, or entertain discussions with any other party regarding any sale or venture involving FSUI during WWWN's due diligence period. 11. Closing Costs: WWWN will pay for the legal costs associated with preparation of the final Purchase Agreement. Each party will be responsible for any other costs they might incur involving this transaction. 12. Closing Date: Both parties will strive to make best efforts to complete this transaction and Close by May 8, 2000. 13. Survivability: The Purchase Agreement will survive and its terms & conditions will take precedent to and remain in effect irrespective of any other arrangement the Owner personally enters into with WWWN. Read and agreed to on this _____ day of __________, 2000:
1st Universe Internet Worldwide Wireless Networks, Inc.

/s/ Sean Loftis ----------Sean Loftis President

/s/ Charles C. (Cliff) Bream -----------------------Charles C. (Cliff) Bream President & COO

<Date stamp for the Secretary of State for the State of Nevada dated June 10, 1992 appears here> ARTICLES OF INCORPORATION OF SECOND INVESTORS GROUP, INC. The undersigned, acting as incorporator, pursuant to the provisions of the laws of the State of Nevada relating to private corporations, hereby adopts the following Articles of Incorporation: ARTICLE ONE. (NAME). The name of the corporation is: SECOND INVESTORS GROUP, INC. ARTICLE TWO. (LOCATION). The address of the corporation's registered office in the State of Nevada is 5025 S. Eastern Avenue, #24, in the city of Las Vegas, County of Clark, State of Nevada 89119. The initial

<Date stamp for the Secretary of State for the State of Nevada dated June 10, 1992 appears here> ARTICLES OF INCORPORATION OF SECOND INVESTORS GROUP, INC. The undersigned, acting as incorporator, pursuant to the provisions of the laws of the State of Nevada relating to private corporations, hereby adopts the following Articles of Incorporation: ARTICLE ONE. (NAME). The name of the corporation is: SECOND INVESTORS GROUP, INC. ARTICLE TWO. (LOCATION). The address of the corporation's registered office in the State of Nevada is 5025 S. Eastern Avenue, #24, in the city of Las Vegas, County of Clark, State of Nevada 89119. The initial agent for service of process at that address is PACIFIC NATIONAL VENTURES, INC. ARTICLE THREE. (PURPOSES). The purposes for which the corporation is organized are to engage in any activity or business not in conflict with the laws of the State of Nevada or of the United States of America. ARTICLE FOUR. (CAPITAL STOCK). The corporation shall have authority to issue an aggregate of TWENTY-FIVE MILLION (25,000,000) shares, par value ONE MIL (0.001) per share, for a total capitalization of $25,000. The holders of shares of capital stock of the corporation shall not be entitled to pre-emptive or preferential rights to subscribe to any unissued stock of any other securities which the corporation may now or hereafter be authorized to issue. The corporation's capital stock may be issued and sold from time to time for such consideration as may be fixed by the Board of Directors, provided that the consideration so fixed is not less than par value. The stockholders shall not posses cumulative voting rights at any shareholders meetings called for the purpose of electing a Board of Directors. ARTICLE FIVE. (DIRECTORS). The affairs of the corporation shall be governed by a Board of Directors of not less than three (3) persons. The names and addresses of the first Board of Directors are:
NAME - ---Elliot R. Pearson ADDRESS ------5025 S. Eastern Ave., #24 Las Vegas, NV 89119 P.O. Box 71602 Reno, Nevada 89570 1536 La Jolla Avenue Las Vegas, NV 89109

Curt Jamison

Steve Lopez

ARTICLE SIX. (ASSESSMENT OF STOCK). The capital stock of the corporation, after the amount of the subscription price or par value has been paid or par value has been paid in, shall not be subject to pay debts of the corporation, and no paid up stock and stock issued as fully paid up shall ever be assessable or assessed. ARTICLE SEVEN. (INCORPORATOR). The name and address of the incorporator of the corporation is as follows:
NAME Elliot R. Pearson ADDRESS 5025 S. Eastern Ave., #24 Las Vegas, NV 89119

ARTICLE EIGHT. (PERIOD OF EXISTENCE). The period of existence of the corporation shall be perpetual. ARTICLE NINE. (BY-LAWS). The initial By-Laws of the corporation shall be adopted by its Board of Directors. The power to alter, amend, or repeal the By-Laws, or to adopt new By-Laws, shall be vested in the Board of Directors, except as otherwise may be specifically provided in the By-Laws. ARTICLE TEN. (STOCKHOLDERS' MEETINGS). Meetings of stockholders shall be held at such place within or without the State of Nevada as may be provided by the By-Laws of the corporation. Special meetings of the stockholders may be called by the Board of Directors, or any member thereof, or by the record holder or holders of at least ten percent (10%) of all shares be taken at a meeting of the stockholders, except election of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by stockholders having at least a majority of the voting power. ARTICLE ELEVEN. (CONTRACTS OF CORPORATION). No contract or other transaction between the corporation and any other corporation, whether or not a majority of the shares of the capital stock of such other corporation is owned by this corporation, and no act of this corporation shall in any way be affected or invalidated by the fact that any of the directors of this corporation are pecuniarily or otherwise interested in, or are directors or officers or such other corporation. Any Director of this corporation, individually, or any firm of which such director may be a member, may be a part to, or may be pecuniarily or otherwise interested in any contract or transaction of the corporation; provided, however, that the fact that he or such firm is so interested shall be disclosed or shall have been known to then Board of Directors of this corporation, or a majority thereof; and any director of this corporation, or who is so interested, may be counted in determining the existence of a quorum at any meeting of the Board of Directors of this corporation that shall authorize such contract or transaction, and may vote thereat to authorize such contract or transaction, with like force and effect as if he were not such director or officer of such other corporation or not so interested. IN WITNESS WHEREOF, the undersigned incorporator has hereunto fixed his signature in Las Vegas, Nevada this 8th day of June, 1992.
By: /s/ Elliot R. Pearson ----------------Elliot R. Pearson

STATE OF NEVADA CLARK COUNTY

) : ss. )

On this 8th day of June, 1992 before me, the undersigned, a Notary Public, personally appeared Elliot R. Pearson, known to me to be the person described in and the executed the foregoing instrument, and who acknowledged to me that he executed the same freely and voluntarily and for the uses and purposes therein mentioned. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
/s/ Richard S. Nicholas --------------------Richard S. Nicholas NOTARY PUBLIC RESIDING IN CLARK COUNTY MY COMMISSION EXPIRES: December 2, 1995

<Notary public stamp of Richard S. Nicholas appears here>

<Date stamp for the Secretary of State for the State of Nevada dated June 19, 1998 appears here> CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF SECOND INVESTORS GROUP, INC. We the undersigned as President and Secretary of Second Investors Group, Inc. do hereby certify: That the Board of Directors of said Corporation at a Sencond Investors Group, Inc. meeting duly convened on the 17th day of June, 1998 adopted a Resolution to amend the original Articles as follows: A. Delete Article I in its entirety and substitute in its place the following: Article One. The name of the Corporation is Progressive Environmental Recovery Corporation. Said amendment has been consented to and approved by the owners of majority of the duly issued and outstanding shares of common stock which represent a majority of the sole class of common stock outstanding and entitled to vote thereon. The change is effective immediately upon the filing of this Certificate.
/s/ Anita Patterson - ----------------ANITA PATTERSON

/s/ John W. Peters - ----------------JOHN W. PETERS

STATE OF UTAH COUNTY OF SALT LAKE

) : ss. )

On this 18th day of June, 1998, personally appeared before me Anita Patterson and John W. Peters, personally known to me or provided to me on the basis of satisfactory evidence to be the persons whose names are signed on the preceding document, and acknowledged to me that they signed it voluntarily for its stated purpose.
/s/ M. Jeanne Ball -------------M. Jeanne Ball NOTARY PUBLIC

<Date stamp for the Secretary of State for the State of Nevada dated March 5, 1999 appears here> We the undersigned as President and Secretary of Progressive Environmental Recovery Corporation do hereby certify: That the Board of Directors of said Corporation at a Progressive Environmental Corporation meeting duly convened on the 18th day of January, 1999 adopted a Resolution to amend the original Articles as follows: A. Delete Article I in its entirety and substitute in its place the following: Article One. The name of the Corporation is Worldwide Wireless Networks, Inc.

<Date stamp for the Secretary of State for the State of Nevada dated June 19, 1998 appears here> CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF SECOND INVESTORS GROUP, INC. We the undersigned as President and Secretary of Second Investors Group, Inc. do hereby certify: That the Board of Directors of said Corporation at a Sencond Investors Group, Inc. meeting duly convened on the 17th day of June, 1998 adopted a Resolution to amend the original Articles as follows: A. Delete Article I in its entirety and substitute in its place the following: Article One. The name of the Corporation is Progressive Environmental Recovery Corporation. Said amendment has been consented to and approved by the owners of majority of the duly issued and outstanding shares of common stock which represent a majority of the sole class of common stock outstanding and entitled to vote thereon. The change is effective immediately upon the filing of this Certificate.
/s/ Anita Patterson - ----------------ANITA PATTERSON

/s/ John W. Peters - ----------------JOHN W. PETERS

STATE OF UTAH COUNTY OF SALT LAKE

) : ss. )

On this 18th day of June, 1998, personally appeared before me Anita Patterson and John W. Peters, personally known to me or provided to me on the basis of satisfactory evidence to be the persons whose names are signed on the preceding document, and acknowledged to me that they signed it voluntarily for its stated purpose.
/s/ M. Jeanne Ball -------------M. Jeanne Ball NOTARY PUBLIC

<Date stamp for the Secretary of State for the State of Nevada dated March 5, 1999 appears here> We the undersigned as President and Secretary of Progressive Environmental Recovery Corporation do hereby certify: That the Board of Directors of said Corporation at a Progressive Environmental Corporation meeting duly convened on the 18th day of January, 1999 adopted a Resolution to amend the original Articles as follows: A. Delete Article I in its entirety and substitute in its place the following: Article One. The name of the Corporation is Worldwide Wireless Networks, Inc.

<Date stamp for the Secretary of State for the State of Nevada dated March 5, 1999 appears here> We the undersigned as President and Secretary of Progressive Environmental Recovery Corporation do hereby certify: That the Board of Directors of said Corporation at a Progressive Environmental Corporation meeting duly convened on the 18th day of January, 1999 adopted a Resolution to amend the original Articles as follows: A. Delete Article I in its entirety and substitute in its place the following: Article One. The name of the Corporation is Worldwide Wireless Networks, Inc. The above Amendment to the Articles of Incorporation was adopted by the holders of a majority, 580,000 common shares of the 999,997 outstanding common shares of the Corporation on January 18th, 1999. Said amendment has been consented to and approved by the owners of majority of the duly issued and outstanding shares of common stock which represent a majority of the sole class of common stock outstanding and entitled to vote thereon. The change is effective immediately upon the filing of this Certificate.
/s/ Anita Patterson --------------ANITA PATTERSON

/s/ John W. Peters -------------JOHN W. PETERS

STATE OF UTAH COUNTY OF SALT LAKE

) : ss. )

On this 29th day of January, 1999, personally appeared before me Anita Patterson and John W. Peters, personally known to me or provided to me on the basis of satisfactory evidence to be the persons whose names are signed on the preceding document, and acknowledged to me that they signed it voluntarily for its stated purpose.
/s/ M. Jeanne Ball -------------M. Jeanne Ball NOTARY PUBLIC

<Notary public stamp of M. Jeanne Ball appears here>

ARTICLE 1. OFFICES 1.1 Business Office. The principal office of the corporation shall be located at any place either within or outside the State of Nevada as designated in the corporation's most recent document on file with the Nevada Secretary of State, Division of Corporations. The corporation may have such other offices, either within or without the State of Nevada as the board of directors may designate or as the business of the corporation may require from time to time. 1.2 Registered Office. The registered office of the corporation shall be located within the State of Nevada and may be, but need not be, identical with the principal office. The address of the registered office may be changed from time to time.

ARTICLE 1. OFFICES 1.1 Business Office. The principal office of the corporation shall be located at any place either within or outside the State of Nevada as designated in the corporation's most recent document on file with the Nevada Secretary of State, Division of Corporations. The corporation may have such other offices, either within or without the State of Nevada as the board of directors may designate or as the business of the corporation may require from time to time. 1.2 Registered Office. The registered office of the corporation shall be located within the State of Nevada and may be, but need not be, identical with the principal office. The address of the registered office may be changed from time to time. ARTICLE 2. SHAREHOLDERS 2.1 Annual Shareholder Meeting. The annual meeting of the shareholders shall be held on the 1st day of May, at a date and time to be specified by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Nevada, such meeting shall be held on the next succeeding business day. 2.2 Special Shareholder Meeting. Special meetings of the shareholders, for any purpose or purposes described in the meeting notice, may be called by the president, or by the board of directors, and shall be called by the president at the request of the holders of not less than one-fourth of all outstanding votes of the corporation entitled to be cast on any issue at the meeting. 2.3 Place of Shareholder Meeting. The board of directors may designate any place, either within or without the State of Nevada, as the place of meeting for any annual or any special meeting of the shareholders, unless by written consent, which may be in the form of waivers of notice or otherwise, all shareholders entitled to vote at the meeting designate a different place, either within or without the State of Nevada, as the place for the holding of such meeting. 2.4 Notice of Shareholder Meeting. Written notice stating the date, time, and place of any annual or special shareholder meeting shall be delivered not less than 10 nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the President, the board of directors, or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting and to any other shareholder entitled by the Nevada Revised Statutes (the "Statutes") or the articles of incorporation to receive notice of the meeting. Notice shall be deemed to be effective at the earlier of: (1) when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid; (2) on the date shown on the return receipt if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; (3) when received; or (4) 3 days after deposit in the United States mail, if mailed postpaid and correctly addressed to an address other than that shown in the corporation's current record of shareholders. If any shareholder meeting is adjourned to a different date, time or place, notice need not be given of the new date, time and place, if the new date, time and place is announced at the meeting before adjournment. But if the adjournment is for more than 30 days or if a new record date for the adjourned meeting is or must be fixed, then notice must be given pursuant to the requirements of the previous paragraph, to those persons who are shareholders as of the new record date. 2.5 Waiver of Notice. A shareholder may waive any notice required by the Statutes, the articles of incorporation, or these bylaws, by a writing signed by the shareholder entitled to the notice, which is delivered to the corporation (either before or after the date and time stated in the notice) for inclusion in the minutes or filing with the corporate records. A shareholder's attendance at a meeting: (a) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting because of lack of notice or effective notice; and

(b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented. 2.6 Fixing of Record Date. For the purpose of determining shareholders of any voting group entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any distribution, or in order to make a determination of shareholders for any other proper purpose, the board of directors may fix in advance a date as the record date. Such record date shall not be more than 70 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If no record date is so fixed by the board for the determination of shareholders entitled to notice of, or to vote at a meeting of shareholders, the record date for determination of such shareholders shall be at the close of business on the day the first notice is delivered to shareholders. If no record date is fixed by the board for the determination of shareholders entitled to receive a distribution, the record date shall be the date the board authorizes the distribution. With respect to actions taken in writing without a meeting, the record date shall be the date the first shareholder signs the consent. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof unless the board of directors fixes a new record date which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. 2.7 Shareholder List. After fixing a record date for a shareholder meeting, the corporation shall prepare a list of the names of its shareholders entitled to be given notice of the meeting. The shareholder list must be available for inspection by any shareholder, beginning on the earlier of 10 days before the meeting for which the list was prepared or 2 business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, and any adjournment thereof. The list shall be available at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting is to be held. 2.8 Shareholder Quorum and Voting Requirements. 2.8.1 Quorum. Except as otherwise required by the Statutes or the articles of incorporation, a majority of the outstanding shares of the corporation, represented by person or by proxy, shall constitute a quorum at each meeting of the shareholders. If a quorum exists, action on a matter, other than the election of directors, is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or the Statutes require a greater number of affirmative votes. 2.8.2 Voting of Shares. Unless otherwise provided in the articles of incorporation or these bylaws, each outstanding share, regardless of class, is entitled to one vote upon each matter submitted to a vote at a meeting of shareholders. 2.9 Quorum and Voting requirements of Voting Groups. If the articles of incorporation or the Statutes provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or the Statutes provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. If the articles of incorporation or the Statutes provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter. If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles

votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or the Statutes require a greater number of affirmative votes. 2.10 Greater Quorum or Voting Requirements. The articles of incorporation may provide for a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is provided for by these bylaws. An amendment to the articles of incorporation that adds, changes, or deletes a greater quorum or voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater. 2.11 Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy which is executed in writing by the shareholder or which is executed by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the corporation or other person authorized to tabulate votes before or at the time of the meeting. No proxy shall be valid after 11 months from the date of its execution unless otherwise provided in the proxy. All proxies are revocable unless they meet specific requirements of irrevocability set forth in the Statutes. The death or incapacity of a voter does not invalidate a proxy unless the corporation is put on notice. A transferee for value who receives shares subject to an irrevocable proxy, can revoke the proxy if he had no notice of the proxy. 2.12 Corporation's Acceptance of Votes. 2.12.1 If the name signed on a vote, consent, waiver, proxy appointment, or proxy appointment revocation corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver, proxy appointment, or proxy appointment revocation and give it effect as the act of the shareholder. 2.12.2 If the name signed on a vote, consent, waiver, proxy appointment, or proxy appointment revocation does not correspond to the name of a shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, proxy appointment, or proxy appointment revocation and give it effect as the act of the shareholder if: (a) the shareholder is an entity as defined in the Statutes and the name signed purports to be that of an officer or agent of the entity; (b) the name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, proxy appointment or proxy appointment revocation; (c) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, proxy appointment, or proxy appointment revocation; or (d) the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, proxy appointment or proxy appointment revocation; or (e) two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all co-tenants or fiduciaries. 2.12.3 If shares are registered in the names of two or more persons, whether fiduciaries, members of a partnership, co-tenants, husband and wife as community property, voting trustees, persons entitled to vote under a shareholder voting agreement or otherwise, or if two or more persons (including proxy holders) have the same fiduciary relationship respecting the same shares, unless the secretary of the corporation or other officer or agent entitled to tabulate votes is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:

(a) if only one votes, such act binds all; (b) if more than one votes, the act of the majority so voting bind all; (c) if more than one votes, but the vote is evenly split on any particular matter, each fraction may vote the securities in question proportionately. If the instrument so filed or the registration of the shares shows that any tenancy is held in unequal interests, a majority or even split for the purpose of this Section shall be a majority or even split in interest. 2.12.4 The corporation is entitled to reject a vote, consent, waiver, proxy appointment or proxy appointment revocation if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder. 2.12.5 The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, proxy appointment or proxy appointment revocation in good faith and in accordance with the standards of this Section are not liable in damages to the shareholder for the consequences of the acceptance or rejection. 2.12.6 Corporate action based on the acceptance or rejection of a vote, consent, waiver, proxy appointment or proxy appointment revocation under this Section is valid unless a court of competent jurisdiction determines otherwise. 2.13 Action by Shareholders Without a Meeting. 2.13.1 Written Consent. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting and without prior notice if one or more consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shareholders entitled to vote with respect to the subject matter thereof were present and voted. Action taken under this Section has the same effect as action taken at a duly called and convened meeting of shareholders and may be described as such in any document. 2.13.2 Post-Consent Notice. Unless the written consents of all shareholders entitled to vote have been obtained, notice of any shareholder approval without a meeting shall be given at least ten days before the consummation of the action authorized by such approval to (i) those shareholders entitled to vote who did not consent in writing, and (ii) those shareholders not entitled to vote. Any such notice must be accompanied by the same material that is required under the Statutes to be sent in a notice of meeting at which the proposed action would have been submitted to the shareholders for action. 2.13.3 Effective Date and Revocation of Consents. No action taken pursuant to this Section shall be effective unless all written consents necessary to support the action are received by the corporation within a sixty-day period and not revoked. Such action is effective as of the date the last written consent is received necessary to effect the action, unless all of the written consents specify an earlier or later date as the effective date of the action. Any shareholder giving a written consent pursuant to this Section may revoke the consent by a signed writing describing the action and stating that the consent is revoked, provided that such writing is received by the corporation prior to the effective date of the action. 2.13.4 Unanimous Consent for Election of Directors. Notwithstanding subsection (a), directors may not be elected by written consent unless such consent is unanimous by all shares entitled to vote for the election of directors. 2.14 Voting for Directors. Unless otherwise provided in the articles of incorporation, every shareholder entitled to vote for the election of directors has the right to cast, in person or by proxy, all of the votes to which the shareholder's shares are entitled for as many persons as there are directors to be elected and for whom election such shareholder has the right to vote. Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. ARTICLE 3. BOARD OF DIRECTORS

3.1 General Powers. Unless the articles of incorporation have dispensed with or limited the authority of the board of directors by describing who will perform some or all of the duties of a board of directors, all corporate powers shall be exercised by or under the authority, and the business and affairs of the corporation shall be managed under the direction, of the board of directors. 3.2 Number, Tenure and Qualification of Directions. The authorized number of directors shall be three (3); provided, however, that if the corporation has less than three shareholders entitled to vote for the election of directors, the board of directors may consist of a number of individuals equal to or greater than the number of those shareholders. The current number of directors shall be within the limit specified above, as determined (or as amended form time to time) by a resolution adopted by either the shareholders or the directors. Each director shall hold office until the next annual meeting of shareholders or until the director's earlier death, resignation, or removal. However, if his term expires, he shall continue to serve until his successor shall have been elected and qualified, or until there is a decrease in the number of directors. Directors do not need to be residents of Nevada or shareholders of the corporation. 3.3 Regular Meetings of the Board of Directors. A regular meeting of the board of directors shall be held without other notice than this bylaw immediately after, and at the same place as, the annual meeting of shareholders, for the purpose of appointing officers and transacting such other business as may come before the meeting. The board of directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution. 3.4 Special Meetings of the Board of Directors. Special meetings of the board of directors may be called by or at the request of the president or any director. The person authorized to call special meetings of the board of directors may fix any place as the place for holding any special meeting of the board of directors. 3.5 Notice of, and Waiver of Notice for, Special Director Meeting. Unless the articles of incorporation provide for a longer or shorter period, notice of the date, time, and place of any special director meeting shall be given at least two days previously thereto either orally or in writing. Any director may waive notice of any meeting. Except as provided in the next sentence, the waiver must be in writing and signed by the director entitled to the notice. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business and at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting, and does not thereafter vote for or assent to action taken at the meeting. Unless required by the articles of incorporation, neither the business to be transacted at, nor the purpose of, any special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting. 3.6 Director Quorum and Voting. 3.6.1 Quorum. A majority of the number of directors prescribed by resolution shall constitute a quorum for the transaction of business at any meeting of the board of directors unless the articles of incorporation require a greater percentage. Unless the articles of incorporation provide otherwise, any or all directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (1) the director objects at the beginning of the meeting (or promptly upon his arrival) to holding or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting; and (2) the director contemporaneously requests his dissent or abstention as to any specific action be entered in the minutes of the meeting; or (3) the director causes written notice of his dissent or abstention as to any specific action be received by the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken. 3.7 Director Action Without a Meeting. Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if all the directors consent to such action in writing. Action taken by consent is effective when the last director signs the consent, unless, prior to such time, any director has revoked a consent by a signed writing received by the corporation, or unless the consent specifies a different effective date.

A signed consent has the effect of a meeting vote and may be described as such in any document. 3.8 Resignation of Directors. A director may resign at any time by giving a written notice of resignation to the corporation. Such resignation is effective when the notice is received by the corporation, unless the notice specifies a later effective date. 3.9 Removal of Directors. The shareholders may remove one or more directors at a meeting called for that purpose if notice has been given that a purpose of the meeting is such removal. The removal may be with or without cause unless the articles of incorporation provide that directors may only be removed with cause. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him. 3.10 Board of Director Vacancies. Unless the articles of incorporation provide otherwise, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors, the shareholders may fill the vacancy. During such time that the shareholders fail or are unable to fill such vacancies then and until the shareholders act: (a) the board of directors may fill the vacancy; or (b) if the board of directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. If the vacant office was held by a director elected by a voting group of shareholders: (a) if there are one or more directors elected by the same voting group, only such directors are entitled to vote to fill the vacancy if it is filled by the directors; and (b) only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders. A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. 3.11 Director Compensation. By resolution of the board of directors, each director may be paid his expenses, if any, of attendance at each meeting of the board of directors and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the board of directors or both. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. 3.12 Director Committees. 3.12.1 Creation of Committees. Unless the article sof incorporation provide otherwise, the board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee must have one or more members, who shall serve at the pleasure of the board of directors. 3.12.2 Selection of Members. The creation of a committee and appointment of members to it must be approved by the greater of (1) a majority of all the directors in office when the action is taken or (2) the number of directors required by the articles of incorporation to take such action. 3.12.3 Required Procedures. Those Sections of this Article 3 which govern meetings, actions without meetings, notice and waiver of notice, quorum and voting requirements of the board of directors, apply to committees and their members. 3.12.4 Authority. Unless limited by the article sof incorporation, each committee may exercise those aspects of the authority of the board of directors which the board of directors confers upon such committee in the resolution creating the committee. Provided, however, a committee may not: (a) authorize distributions;

(b) approve or propose to shareholders action that the Statutes require be approved by shareholders; (c) fill vacancies on the board of directors or on any of its committees; (d) amend the articles of incorporation pursuant to the authority of directors to do so; (e) adopt, amend or repeal bylaws; (f) approve a plan of merger not requiring shareholder approval; (g) authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or (h) authorize or approve the issuance or sale or contract for sale of shares or determine the designation and relative rights, preference,s and limitations of a class or series of shares, except that the board of directors may authorize a committee (or an officer) to do so within limits specifically prescribed by the board of directors. ARTICLE 4. OFFICERS 4.1 Number of Officers. The officers of the corporation shall be a president, a secretary and a treasurer, each of whom shall be appointed by the board of directors. Such other officers and assistant officers as may be deemed necessary, including any vice presidents, may also be appointed by the board of directors. If specifically authorized by the board of directors, an officer may appoint one or more officers or assistant officers. The same individual may simultaneously hold more than one office in the corporation. 4.2 Appointment and Term of Office. The officers of the corporation shall be appointed by the board of directors for a term as determined by the board of directors. If no term is specified, they shall hold office until the first meeting of the directors held after the next annual meeting of shareholders. If the appointment of officers shall not be made at such meeting, such appointment shall be made as soon thereafter as is convenient. Each officer shall hold office until his successor shall have been duly appointed and shall have qualified until his death, or until he shall resign or is removed. The designation of a specified term does not grant to the officer any contract rights, and the board may remove the officer at any time prior to the termination of such term. 4.3 Removal of Officers. Any officer or agent may be removed by the board of directors at any time, with or without cause. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer or agent shall not of itself create contract rights. 4.4 Resignation of Officers. Any officer may resign at any time, subject to any rights or obligations under any existing contracts between the officers and the corporation, by giving notice to the president or board of directors. An officer's resignation shall take effect at the time specified therein, and the acceptance of such resignation shall not be necessary to make it effective. 4.5 President. Unless the board of directors has designated the chairman of the board as chief executive officer, the president shall be the chief executive officer of the corporation and, subject to the control of the board of directors, shall in general supervise and control all of the business and affairs of the corporation. Unless there is a chairman of the board, the president shall, when present, preside at all meetings of the shareholders and of the board of directors. The president may sign, with the secretary or any other proper officer of the corporation thereunder authorized by the board of directors, certificates for shares of the corporation and deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board f directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time. 4.6 Vice Presidents. If appointed, in the absence of the president or in the event of his death, inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designate at the time of their election, or in the absence of any designation, then in the order of their appointment)

shall perform the duties of the president, and when so acting, shall have all the powers of, and be subject to, all the restrictions upon the president. 4.7 Secretary. The secretary shall: (a) keep the minutes of the proceedings of the shareholders, the board of directors, and any committees of the board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate records; (d) when requested or required, authenticate any records of the corporation; (e) keep a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholder; (f) sign with the president, or a vice president, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the board of directors; (g) have general charge of the stock transfer books of the corporation; and (h) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president or by the board of directors. Assistant secretaries, if any, shall have the same duties and powers, subject to the supervision of the secretary. 4.8 Treasurer. The treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such bank, trust companies, or other depositaries as shall be selected by the board of directors; and (c) in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned by the president or by the board of directors. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the board of directors shall determine. Assistant treasurers, if any, shall have the same powers and duties, subject to the supervision of the treasurer. 4.9 Salaries. The salaries of the officers shall be fixed from time to time by the board of directors. ARTICLE 5. INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS, AND EMPLOYEES 5.1 Indemnification of Directors. Unless otherwise provided in the articles of incorporation, the corporation shall indemnify any individual made a party to a proceeding because the individual is or was a director of the corporation, against liability incurred in the proceeding, but only if such indemnification is both (i) determined permissible and (ii) authorized, as such are defined in subsection (a) of this Section 5.1. 5.1.1 Determination of Authorization. The corporation shall not indemnify a director under this Section unless: (a) a determination has been made in accordance with the procedures set forth in the Statutes that the director met the standard of conduct set forth in subsection (b) below, and (b) payment has been authorized in accordance with the procedures set forth in the Statutes based on a conclusion that the expenses are reasonable, the corporation has the financial ability to make the payment, and the financial resources of the corporation should be devoted to this use rather than some other use by the corporation. 5.1.2 Standard of Conduct. The individual shall demonstrate that:
(a) (b) he or she conducted himself in good faith; and he or she reasonably believed: (i) in the case of conduct in his official capacity with the

corporation, that his conduct was in its best interests; (ii) in all other cases, that his conduct was at least not opposed to its best interests; and (iii) in the case of any criminal proceeding, he or she had no reasonable cause to believe his conduct was unlawful. 5.1.3 Indemnification in Derivative Actions Limited. Indemnification permitted under this Section in connection

with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. 5.1.4 Limitation on Indemnification. The corporation shall not indemnify a director under this Section of Article 5: (a) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (b) in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in his or her official capacity, in which he or she was adjudged liable on the basis that personal benefit was improperly received by the director. 5.2 Advance of Expenses for Directors. If a determination is made following the procedures of the Statutes, that the director has met the following requirements, and if an authorization of payment is made following the procedures and standards set forth in the Statutes, then unless otherwise provided in the articles of incorporation, the corporation shall pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding, if: (a) the director furnishes the corporation a written affirmation of his good faith belief that he has met the standard of conduct described in this section; (b) the director furnishes the corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct; (c) a determination is made that the facts then known to those making the determination would not preclude indemnification under this Section or the Statutes. 5.3 Indemnification of Officers, Agents and Employees Who Are Not Directors. Unless otherwise provided in the articles of incorporation, the board of directors may indemnify and advance expenses to any officer, employee, or agent of the corporation, who is not a director of the corporation, to the same extent as to a director, or to any greater extent consistent with public policy, as determined by the general or specific actions of the board of directors. 5.4 Insurance. By action of the board of directors, notwithstanding any interest of the directors in such action, the corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary or agent of the corporation, against any liability asserted against or incurred by such person in that capacity or arising from such person's status as a director, officer, employee, fiduciary, or agent, whether or not the corporation would have the power to indemnify such person under the applicable provisions of the Statutes. ARTICLE 6. STOCK 6.1 Issuance of Shares. The issuance or sale by the corporation of any shares of its authorized capital stock of any class, including treasury shares, shall be made only upon authorization by the board of directors, unless otherwise provided by statute. The board of directors may authorize the issuance of shares for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts or arrangements for services to be performed, or other securities of the corporation. Shares shall be issued for such consideration expressed in dollars as shall be fixed from time to time by the board of directors. 6.2 Certificates for Shares. 6.2.1 Content. Certificates representing shares of the corporation shall at minimum, state on their face the name of the issuing corporation and that it is formed under the laws of the State of Nevada; the name of the person to whom issued; and the number and class of shares and the designation of the series, if any, the certificate represents; and be in such form as determined by the board of directors. Such certificates shall be signed (either manually or by facsimile) by the president or a vice president and by the secretary or an assistant secretary and may be sealed with a corporate seal or a facsimile thereof. Each certificate for shares shall be consecutively numbered or otherwise identified.

6.2.2 Legend as to Class or Series. If the corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences and limitations applicable to each class and the variations in rights, preferences and limitations determined for each series (and the authority of the board of directors to determine variations for future series) must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge. 6.2.3 Shareholder List. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. 6.2.4 Transferring Shares. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in cash of a lost, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the corporation as the board of directors may prescribe. 6.3 Shares Without Certificates. 6.3.1 Issuing Shares Without Certificates. Unless the articles of incorporation provide otherwise, the board of directors may authorize the issue of some or all the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation. 6.3.2 Information Statement Required. Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement containing, at a minimum, the information required by the Statutes. 6.4 Registration of the Transfer of Shares. Registration of the transfer of shares of the corporation shall be made only on the stock transfer books of the corporation. In order to register a transfer, the record owner shall surrender the shares to the corporation for cancellation, properly endorsed by the appropriate person or persons with reasonable assurances that the endorsements are genuine and effective. Unless the corporation has established a procedure by which a beneficial owner of shares held by a nominee is to be recognized by the corporation as the owner, the person in whose name shares stand in the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. 6.5 Restrictions on Transfer or Registration of Shares. The board of directors or shareholders may impose restrictions on the transfer or registration of transfer of shares (including any security convertible into, or carrying a right to subscribe for or acquire shares). A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of or otherwise consented to the restriction. A restriction on the transfer or registration of transfer of shares may be authorized: (a) to maintain the corporation's status when it is dependent on the number or identity of its shareholders; (b) to preserve entitlements, benefits or exemptions under federal or local laws; and (c) for any other reasonable purpose. A restriction on the transfer or registration of transfer of shares may: (a) obligate the shareholder first to offer the corporation or other persons (separately, consecutively or simultaneously) an opportunity to acquire the restricted shares; (b) obligate the corporation or other persons (separately, consecutively or simultaneously) to acquire the restricted shares; (c) require as a condition to such transfer or registration, that any one or more persons, including the holders of any of its shares, approve the transfer or registration if the requirement is not manifestly unreasonable; or

(d) prohibit the transfer or the registration of transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable. A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this Section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by this Article 6 with regard to shares issued without certificates. Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction. 6.6 Corporation's Acquisition of Shares. The corporation may acquire its own shares and the shares so acquired constitute authorized but unissued shares. If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation, which amendment may be adopted by the shareholders or the board of directors without shareholder action. The articles of amendment must be delivered to the Secretary of State and must set forth: (a) the name of the corporation; (b) the reduction in the number of authorized shares, itemized by class and series; (c) the total number of authorized shares, itemized by class and series, remaining after reduction of the shares; and (d) a statement that the amendment was adopted by the board of directors without shareholder action and that shareholder action was not required. ARTICLE 7. DISTRIBUTIONS 7.1 Distributions to Shareholders. The board of directors may authorize, and the corporation may make, distributions to the shareholders of the corporation subject to any restriction sin the corporation's articles of incorporation and in the Statutes. 7.2 Unclaimed Distributions. If the corporation has mailed three successive distributions to a shareholder at the shareholder's address as shown on the corporation's current record of shareholders and the distributions have been returned as undeliverable, no further attempt to deliver distributions to the shareholder need be made until another address for the shareholder is made known to the corporation, at which time all distributions accumulated by reason of this Section, except as otherwise provided by law, be mailed to the shareholder at such other address. ARTICLE 8. MISCELLANEOUS 8.1 Inspection of Records by Shareholders and Directors. A shareholder or director of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation required to be maintained by the corporation under the Statutes, if such person gives the corporation written notice of the demand at least five business days before the date on which such a person wishes to inspect and copy. The scope of such inspection right shall be as provided under the Statutes. 8.2 Corporate Seal. The board of directors may provide a corporate seal which may be circular in form and have inscribed thereon any designation including the name of the corporation, the state of incorporation, and the words "Corporate Seal." 8.3 Amendments. The corporation's board of directors may amend or repeal the corporation's bylaws at any time unless: (a) the articles of incorporation or the Statutes reserve this power exclusively to the shareholders in whole or part; or (b) the shareholders in adopting, amending, or repealing a particular bylaw provide expressly that the board of

directors may not amend or repeal that bylaw; or (c) the bylaw either establishes, amends, or deletes, a greater shareholder quorum or voting requirement. Any amendment which changes the voting or quorum requirement for the board must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever are greater. 8.4 Fiscal Year. The fiscal year of the corporation shall be established by the board of directors. DATED as of this 14th day of September, 1999.
/s/ Dennis Shen - --------------President

NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD, PLEDGED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT. STOCK PURCHASE WARRANT To Purchase 100,000 Shares of Common Stock of WORLDWIDE WIRELESS NETWORKS, INC. THIS CERTIFIES that, for value received, ________________ (the "Holder"), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or June __, 2000 (the "Initial Exercise Date") and on or prior to the close of business on June __, 2003 (the "Termination Date") but not thereafter, to subscribe for and purchase from Worldwide Wireless Networks, Inc., a Nevada corporation (the "Company"), up to one hundred thousand (100,000) shares (the "Warrant Shares") of Common Stock, $0.001 par value, of the Company (the "Common Stock"). The purchase price of one share of Common Stock (the "Exercise Price") under this Warrant shall be $_____ (120% of the closing price on the Trading Day immediately preceding the Closing Date). The Exercise Price and the number of shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. In the event of any conflict between the terms of this Warrant and the Convertible Debentures and Warrants Purchase Agreement dated June 30, 2000 pursuant to which this Warrant has been issued (the "Purchase Agreement"), the Purchase Agreement shall control. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Purchase Agreement. 1 1. Title to Warrant. Prior to the Termination Date and subject to compliance with applicable laws, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company by the holder hereof in person or by duly authorized attorney, upon surrender of this Warrant together with the Assignment Form annexed hereto properly endorsed. 2. Authorization of Shares. The Company covenants that all shares of Common Stock which may be issued upon the exercise of rights represented by this Warrant will, upon exercise of the rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD, PLEDGED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT. STOCK PURCHASE WARRANT To Purchase 100,000 Shares of Common Stock of WORLDWIDE WIRELESS NETWORKS, INC. THIS CERTIFIES that, for value received, ________________ (the "Holder"), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or June __, 2000 (the "Initial Exercise Date") and on or prior to the close of business on June __, 2003 (the "Termination Date") but not thereafter, to subscribe for and purchase from Worldwide Wireless Networks, Inc., a Nevada corporation (the "Company"), up to one hundred thousand (100,000) shares (the "Warrant Shares") of Common Stock, $0.001 par value, of the Company (the "Common Stock"). The purchase price of one share of Common Stock (the "Exercise Price") under this Warrant shall be $_____ (120% of the closing price on the Trading Day immediately preceding the Closing Date). The Exercise Price and the number of shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. In the event of any conflict between the terms of this Warrant and the Convertible Debentures and Warrants Purchase Agreement dated June 30, 2000 pursuant to which this Warrant has been issued (the "Purchase Agreement"), the Purchase Agreement shall control. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Purchase Agreement. 1 1. Title to Warrant. Prior to the Termination Date and subject to compliance with applicable laws, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company by the holder hereof in person or by duly authorized attorney, upon surrender of this Warrant together with the Assignment Form annexed hereto properly endorsed. 2. Authorization of Shares. The Company covenants that all shares of Common Stock which may be issued upon the exercise of rights represented by this Warrant will, upon exercise of the rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). 3. Exercise of Warrant. Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date, and before the close of business on the Termination Date. Exercise of this Warrant or any part hereof shall be effected by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered holder hereof at the address of such holder appearing on the books of the Company) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier's check drawn on a United States bank, the holder of this Warrant shall be entitled to receive a certificate for the number of shares of Common Stock so purchased. Certificates for shares purchased hereunder shall be delivered to the holder hereof within three (3) Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased shares of Common Stock called for by this

1. Title to Warrant. Prior to the Termination Date and subject to compliance with applicable laws, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company by the holder hereof in person or by duly authorized attorney, upon surrender of this Warrant together with the Assignment Form annexed hereto properly endorsed. 2. Authorization of Shares. The Company covenants that all shares of Common Stock which may be issued upon the exercise of rights represented by this Warrant will, upon exercise of the rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). 3. Exercise of Warrant. Except as provided in Section 4 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or after the Initial Exercise Date, and before the close of business on the Termination Date. Exercise of this Warrant or any part hereof shall be effected by the surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered holder hereof at the address of such holder appearing on the books of the Company) and upon payment of the Exercise Price of the shares thereby purchased by wire transfer or cashier's check drawn on a United States bank, the holder of this Warrant shall be entitled to receive a certificate for the number of shares of Common Stock so purchased. Certificates for shares purchased hereunder shall be delivered to the holder hereof within three (3) Trading Days after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have been paid. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. This Warrant may also be exercised by means of a "cashless exercise" in which the holder shall be entitled to receive a certificate for the number of shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: (A) = the average of the high and low trading prices per share of Common Stock on the Trading Day preceding the date of such election; (B) = the Exercise Price of the Warrants; and (X) = the number of shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant. 4. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a cash adjustment in respect of such final fraction in an amount equal to the Exercise Price. 2 5. Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. 6. Closing of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant. 7. Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of

5. Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. 6. Closing of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant. 7. Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of shares of Common Stock without having a new Warrant issued. (b) This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by Holder or its agent or attorney. Subject to compliance with Section 7(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. (c) The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 7. (d) The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants. 8. No Rights as Shareholder until Exercise. This Warrant does not entitle the holder hereof to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof. Upon the surrender of this Warrant and the payment of the aggregate Exercise Price, the Warrant Shares so purchased shall be and be deemed to be issued to such holder as the record owner of such shares as of the close of business on the later of the date of such surrender or payment. 3 9. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant certificate or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate. 10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday. 11. Adjustments of Exercise Price and Number of Warrant Shares. (a) Stock Splits, etc. The number and kind of securities purchasable upon the exercise of this Warrant and the

9. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant certificate or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate. 10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday. 11. Adjustments of Exercise Price and Number of Warrant Shares. (a) Stock Splits, etc. The number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time upon the happening of any of the following. In case the Company shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock to holders of its outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the holder of this Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which he would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, the holder of this Warrant shall thereafter be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and dividing by the number of Warrant Shares or other securities of the Company resulting from such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. (b) Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of 4

assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock of the Company, then Holder shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of shares of Common Stock for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 11. For purposes of this Section 11, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other

assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock of the Company, then Holder shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of shares of Common Stock for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 11. For purposes of this Section 11, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 11 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets. 12. Voluntary Adjustment by the Company. The Company may at any time during the term of this Warrant, reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company. 13. Notice of Adjustment. Whenever the number of Warrant Shares or number or kind of securities or other property purchasable upon the exercise of this Warrant or the Exercise Price is adjusted as herein provided, the Company shall promptly mail by registered or certified mail, return receipt requested, to the holder of this Warrant notice of such adjustment or adjustments setting forth the number of Warrant Shares (and other securities or property) purchasable upon the exercise of this Warrant and the Exercise Price of such Warrant Shares (and other securities or property) after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. Such notice, in the absence of manifest error, shall be conclusive evidence of the correctness of such adjustment. 14. Notice of Corporate Action. If at any time: (a) the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, or any right to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property, or to receive any other right, or 5

(b) there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another corporation or, (c) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of such cases, the Company shall give to Holder (i) at least 30 calendar days' prior written notice of the date on which a record date shall be selected for such dividend, distribution or right or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidation or winding up, and (ii) in the case of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, at least 30 calendar days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause also shall specify (i) the date on which any such record is to be taken for the purpose of such dividend,

(b) there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another corporation or, (c) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of such cases, the Company shall give to Holder (i) at least 30 calendar days' prior written notice of the date on which a record date shall be selected for such dividend, distribution or right or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidation or winding up, and (ii) in the case of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, at least 30 calendar days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause also shall specify (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, the date on which the holders of Common Stock shall be entitled to any such dividend, distribution or right, and the amount and character thereof, and (ii) the date on which any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such disposition, dissolution, liquidation or winding up. Each such written notice shall be sufficiently given if addressed to Holder at the last address of Holder appearing on the books of the Company and delivered in accordance with Section 16 (d). To the extent that the notice required to be given to Holder hereunder is material, non-public information, then such Holder shall sign such confidentiality agreement with the Company as it or its counsel may reasonably require to protect against the premature disclosure of such event. 15. Authorized Shares. The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Principal Market upon which the Common Stock may be listed. The Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment. Without limiting the generality of the 6

foregoing, the Company will (a) not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (c) use all commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant. Upon the request of Holder, the Company will at any time during the period this Warrant is outstanding acknowledge in writing, in form reasonably satisfactory to Holder, the continuing validity of this Warrant and the obligations of the Company hereunder. Before taking any action which would cause an adjustment reducing the current Exercise Price below the then par value, if any, of the shares of Common Stock issuable upon exercise of the Warrants, the Company shall take

foregoing, the Company will (a) not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (c) use all commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant. Upon the request of Holder, the Company will at any time during the period this Warrant is outstanding acknowledge in writing, in form reasonably satisfactory to Holder, the continuing validity of this Warrant and the obligations of the Company hereunder. Before taking any action which would cause an adjustment reducing the current Exercise Price below the then par value, if any, of the shares of Common Stock issuable upon exercise of the Warrants, the Company shall take any corporate action which may be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of such Common Stock at such adjusted Exercise Price. Before taking any action which would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. 16. Miscellaneous. (a) Jurisdiction. This Warrant shall be binding upon any successors or assigns of the Company. This Warrant shall constitute a contract under the laws of New York without regard to its conflict of law principles or rules, and be subject to arbitration pursuant to the terms set forth in the Purchase Agreement. (b) Restrictions. The holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws. (c) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder's rights, powers or remedies, notwithstanding all rights hereunder terminate on the Termination Date. If the Company willfully fails to comply with any material provision of this Warrant, the Company shall pay to Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys' fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder. 7 (d) Notices. Any notice, request or other document required or permitted to be given or delivered to the holder hereof by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement. (e) Limitation of Liability. No provision hereof, in the absence of affirmative action by Holder to purchase shares of Common Stock, and no enumeration herein of the rights or privileges of Holder hereof, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. (f) Remedies. Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. (g) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of

(d) Notices. Any notice, request or other document required or permitted to be given or delivered to the holder hereof by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement. (e) Limitation of Liability. No provision hereof, in the absence of affirmative action by Holder to purchase shares of Common Stock, and no enumeration herein of the rights or privileges of Holder hereof, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. (f) Remedies. Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. (g) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by any such Holder or holder of Warrant Shares. (h) Indemnification. The Company agrees to indemnify and hold harmless Holder from and against any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, attorneys' fees, expenses and disbursements of any kind which may be imposed upon, incurred by or asserted against Holder in any manner relating to or arising out of any failure by the Company to perform or observe in any material respect any of its covenants, agreements, undertakings or obligations set forth in this Warrant; provided, however, that the Company will not be liable hereunder to the extent that any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, attorneys' fees, expenses or disbursements are found in a final nonappealable judgment by a court to have resulted from Holder's negligence, bad faith or willful misconduct in its capacity as a stockholder or warrantholder of the Company. (i) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder. (j) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant. (k) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant. 8

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized. Dated: June __, 2000 WORLDWIDE WIRELESS NETWORKS, INC.
BY: /s/ Jack Tortorice -------------Jack Tortorice Chairman & CEO

9

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized. Dated: June __, 2000 WORLDWIDE WIRELESS NETWORKS, INC.
BY: /s/ Jack Tortorice -------------Jack Tortorice Chairman & CEO

9

NOTICE OF EXERCISE To: Worldwide Wireless Networks, Inc. (1) The undersigned hereby elects to purchase ________ shares of Common Stock (the "Common Stock"), of Worldwide Wireless Networks, Inc. pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: (Name) (Address) Dated: Signature

ASSIGNMENT FORM (To assign the foregoing warrant, execute this form and supply required information. Do not use this form to exercise the warrant.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to _______________________________________________ whose address is _______________________________________________________________.

Dated: ______________, _______
Holder's Holder's Signature: Address: ___________________________ _____________________________ _____________________________

NOTICE OF EXERCISE To: Worldwide Wireless Networks, Inc. (1) The undersigned hereby elects to purchase ________ shares of Common Stock (the "Common Stock"), of Worldwide Wireless Networks, Inc. pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. (2) Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: (Name) (Address) Dated: Signature

ASSIGNMENT FORM (To assign the foregoing warrant, execute this form and supply required information. Do not use this form to exercise the warrant.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to _______________________________________________ whose address is _______________________________________________________________.

Dated: ______________, _______
Holder's Holder's Signature: Address: ___________________________ _____________________________ _____________________________

Signature Guaranteed: ___________________________________________ NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in an fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES ARE RESTRICTED AND

ASSIGNMENT FORM (To assign the foregoing warrant, execute this form and supply required information. Do not use this form to exercise the warrant.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to _______________________________________________ whose address is _______________________________________________________________.

Dated: ______________, _______
Holder's Holder's Signature: Address: ___________________________ _____________________________ _____________________________

Signature Guaranteed: ___________________________________________ NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in an fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NO. US $ WORLDWIDE WIRELESS NETWORKS, INC. 7% CONVERTIBLE DEBENTURE DUE JUNE 30, 2003 THIS DEBENTURE is issued by Worldwide Wireless Networks, Inc., a corporation organized and existing under the laws of the State of Nevada (the "Company") and is designated as its 7% Convertible Debenture Due June 30, 2003. FOR VALUE RECEIVED, the Company promises to pay to [ ] or permitted assigns (the "Holder"), the principal sum _______________ and 00/100 (US $xx,000) Dollars on June 30, 2003 (the "Maturity Date") and to pay interest on the principal sum outstanding from time to time quarterly in arrears at the rate of 7% per annum accruing from the date of initial issuance. The Company shall have the right to cause the Holder to accept Common Stock in exchange for interest otherwise payable in cash pursuant to this Debenture; provided, however, that the Holder shall have the right to request interest payments in cash if there has been an occurrence of an Event of Default as defined below. The exact number of Common Stock into which such interest payment is convertible shall be determined as set forth in Section 3 hereof. Accrual of interest shall commence on the first business day to occur after the date of initial issuance and continue until payment in full of the principal sum has

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. NO. US $ WORLDWIDE WIRELESS NETWORKS, INC. 7% CONVERTIBLE DEBENTURE DUE JUNE 30, 2003 THIS DEBENTURE is issued by Worldwide Wireless Networks, Inc., a corporation organized and existing under the laws of the State of Nevada (the "Company") and is designated as its 7% Convertible Debenture Due June 30, 2003. FOR VALUE RECEIVED, the Company promises to pay to [ ] or permitted assigns (the "Holder"), the principal sum _______________ and 00/100 (US $xx,000) Dollars on June 30, 2003 (the "Maturity Date") and to pay interest on the principal sum outstanding from time to time quarterly in arrears at the rate of 7% per annum accruing from the date of initial issuance. The Company shall have the right to cause the Holder to accept Common Stock in exchange for interest otherwise payable in cash pursuant to this Debenture; provided, however, that the Holder shall have the right to request interest payments in cash if there has been an occurrence of an Event of Default as defined below. The exact number of Common Stock into which such interest payment is convertible shall be determined as set forth in Section 3 hereof. Accrual of interest shall commence on the first business day to occur after the date of initial issuance and continue until payment in full of the principal sum has been made or duly provided for. Quarterly interest payments shall be due and payable on September 1, December 1, March 1 and June 1 of each year, commencing with September 1, 2000. If any interest payment date or the Maturity Date is not a business day in the State of New York, then such payment shall be made on the next succeeding business day. The forwarding of such check, shall constitute a payment of principal and interest hereunder and shall satisfy and discharge the liability for principal and interest on this Debenture to the extent of the sum represented by such check plus any amounts so deducted. This Debenture is subject to the following additional provisions: 1. The Company shall be entitled to withhold from all payments of interest on this Debenture any amounts required to be withheld under the applicable provisions of the United States income tax laws or other applicable laws at the time of such payments, and Holder shall execute and deliver all required documentation in connection therewith. 1

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

2. This Debenture has been issued subject to investment representations of the original purchaser hereof and may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (the "Act"), and other applicable state and foreign securities laws. The Holder shall deliver written notice to the Company of any proposed transfer of this Debenture. In the event of any proposed transfer of this Debenture, the Company may require, prior to issuance of a new Debenture in the name of such other person, that it receive reasonable transfer documentation including legal opinions that the issuance of the Debenture in such other name does not and will not cause a violation of the Act or any applicable state or foreign securities laws. Prior to due presentment for transfer of this Debenture, the Company and any agent of the Company may treat the person in whose name this Debenture is duly registered on the Company's Debenture Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Debenture be overdue, and neither the Company nor any such agent shall be affected by notice to the contrary. This Debenture has been executed and delivered pursuant to the Convertible Debenture and Warrants Purchase Agreement dated as of June 30, 2000 between the Company and the original Holder (the "Purchase Agreement"), and is subject to the terms and conditions of the Purchase Agreement, which are, by this reference, incorporated herein and made a part hereof. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Purchase Agreement. 3. The Holder of this Debenture is entitled, at its option, to convert at any time commencing on the date hereof, the principal amount of this Debenture or any portion thereof, into shares of Common Stock of the Company ("Conversion Shares") at a conversion price for each share of Common Stock ("Conversion Price") equal to the lesser of (i) $____ (101% of the Market Price on the Closing Date)(the "Set Price")(subject to adjustment for stock splits and the like) and (ii) 80% of the Market Price on the Conversion Date; provided, however, in the event the Conversion Price is less than $7.00 (adjusted for stock splits and the like), the Company may, upon seven (7) calendar days' notice to the Investor, honor all or any part of such conversion notice in cash, and such notice shall specify the dollar amount that shall be paid in cash on any subsequent conversions. 4. Intentionally omitted. 5. The Company shall also have the right to deliver to the Holder a written notice of the Company's intent to redeem all or any part of the entire outstanding amount of this Debenture at a price equal to the greater of (i) 150% of the outstanding principal balance, plus all accrued but unpaid interest and (ii) the Market Price on the Redemption Notice Date multiplied by the number of Conversion Shares that would be issuable such Redemption Notice Date without regard to any of the restrictions set forth herein. The Company shall make the redemption payment to the Holder six (6) Trading Days after the notice of redemption is tendered ("Redemption Payment Date"), or else the redemption notice shall be void, and the Company shall thereafter not have any further right to redeem this Debenture. The Holder shall have the right to convert this Debenture as set forth in Section 8 until the Trading Day prior to the Redemption Payment Date. 6. Intentionally omitted. 7. On the Maturity Date, provided that (i) the closing bid price of the Common Stock is greater than $7.00 for ten (10) consecutive Trading Days, (ii) the trading volume of the Common Stock on the Principal Market exceeds 100,000 shares of Common Stock on such Trading Days and (iii) the Registration Statement has been effective during such ten (10) consecutive Trading Days and is effective on the date notice is given pursuant to this Section 7, the entire principal amount of this Debenture then outstanding shall automatically convert into shares of Common Stock of the Company as provided in 2

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

Section 3 hereof. Conversion shall be deemed to have occurred as of the Conversion Date, which shall be the conversion date set forth in the notice, which shall not be prior to the date the notice is tendered. Upon receipt of the notice, the Holder shall promptly tender the Debenture for conversion to shares as provided in Section 8 of this Agreement. In the event that the foregoing conditions to this Section 7 are not met, the Company will pay the principal of and any accrued but unpaid interest due upon this Debenture on the Maturity Date, less any amounts required by law to be deducted, to the registered holder of this Debenture and addressed to such holder at the last address appearing on the Debenture Register 8. (a) Conversion shall be effectuated by surrendering this Debenture to the Company (if such Conversion will convert all outstanding principal) together with the form of conversion notice attached hereto as Exhibit A (the "Notice of Conversion"), executed by the Holder of this Debenture evidencing such Holder's intention to convert this Debenture or a specified portion (as above provided) hereof, and accompanied, if required by the Company, by proper assignment hereof in blank. Interest accrued or accruing from the date of issuance to the date of conversion shall be paid in cash as set forth above. No fraction of a share or scrip representing a fraction of a share will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. The date on which Notice of Conversion is given (the "Conversion Date") shall be deemed to be the date on which the Holder faxes the Notice of Conversion duly executed to the Company. Facsimile delivery of the Notice of Conversion shall be accepted by the Company at facsimile number (714) 937-2485.: Charles C. Bream. Certificates representing Common Stock upon conversion will be delivered to the Holder within three (3) Trading Days from the date the Notice of Conversion is delivered to the Company. Delivery of shares upon conversion shall be made to the address specified by the Holder in the Notice of Conversion. (b) The Company understands that a delay in the issuance of shares of Common Stock upon a conversion beyond the three (3) Trading Day period described in Paragraph 8(a) could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay late payments to the Holder for late issuance of shares of Common Stock upon conversion in accordance with the following schedule (where "No. Trading Days Late" is defined as the number of Trading Days beyond three (3) Trading Days from the date the Notice of Conversion is delivered to the Company).
No. Trading Days Late Late Payment for Each $5,000 of Principal Amount Being Converted $100 $200 $300 $400 $500 $600 $700 $800 $900 $1,000

1 2 3 4 5 6 7 8 9 10

More than 10 $1,000 +$100 for each Trading Day Late beyond 10 Trading Days 3

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

The Company shall pay any payments incurred under this Paragraph 8(b) in immediately available funds upon demand. Nothing herein shall limit Holder's right to pursue injunctive relief and/or actual damages for the Company's failure to issue and deliver Common Stock to the holder, including, without limitation, the Holder's actual losses occasioned by any "buy-in" of Common Stock necessitated by such late delivery. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within three (3) Trading Days from the date the Notice of Conversion is delivered to the Company, the Holder will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion, and in such event no late payments shall be due in connection with such withdrawn conversion. (c) If at any time (a) the Company challenges, disputes or denies the right of the Holder to effect the conversion of this Debenture into Common Stock or otherwise dishonors or rejects any Notice of Conversion properly delivered in accordance with this Paragraph 8 or (b) any Company stockholder who is not and has never been an Affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) of the Holder obtains a judgment or any injunctive relief from any court or public or governmental authority which denies, enjoins, limits, modifies, delays or disputes the right of the holder hereof to effect the conversion of this Debenture into Common Stock, then the Holder shall have the right, by written notice, to require the Company to promptly redeem this Debenture for cash at a redemption price equal to one hundred fifty percent (150%) of the outstanding principal amount hereof and all accrued and unpaid interest hereon. Under any of the circumstances set forth above, the Corporation shall indemnify and hold harmless the holder and be responsible for the payment of all costs and expenses of the holder, including its reasonable legal fees and expenses, as and when incurred in disputing any such action or pursuing its rights hereunder (in addition to any other rights of the holder). In the event a Holder of this Debenture shall elect to convert any or all of the outstanding principal amount hereof, the Company may not refuse conversion based on any claim that the Holder or any one associated or affiliated with the Holder of has been engaged in any violation of law, unless, an injunction from a court, on notice, restraining and or enjoining conversion of all or part of this Debenture shall have been sought and obtained and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the principal amount of this Debenture outstanding, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such holder of any shares of Series A Convertible Preferred Stock to the extent it obtains judgment. In the absence of an injunction precluding the same, the Company shall issue shares upon a properly noticed conversion. 9. No provision of this Debenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Debenture at the time, place, and rate, and in the coin or currency herein prescribed. This Debenture is a direct obligation of the Company. 10. No recourse shall be had for the payment of the principal of, or the interest on, this Debenture, or for any claim based hereon, or otherwise in respect hereof, against any incorporator, shareholder, employee, officer or director, as such, past, present or future, of the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. 11. In case of any (1) merger or consolidation of the Company with or into another Person, or (2) sale by the Company of more than one-half of the assets of the Company (on an as valued basis) in one or a series of related transactions, the Holder shall have the right to (A) deem such an occurrence an 4

Event of Default and exercise its rights of prepayment pursuant to Paragraph 14 herein, (B) convert its aggregate principal amount of this Debenture then outstanding into the shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such merger, consolidation or sale, and the Holder shall be entitled upon such event or series of related events to receive such amount of securities, cash and property as the shares of Common Stock into which such aggregate principal amount of this Debenture could have been converted immediately prior to such merger, consolidation or sales would have been entitled, or (C) in the case of a merger or consolidation, (x) require the surviving entity to issue

Event of Default and exercise its rights of prepayment pursuant to Paragraph 14 herein, (B) convert its aggregate principal amount of this Debenture then outstanding into the shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such merger, consolidation or sale, and the Holder shall be entitled upon such event or series of related events to receive such amount of securities, cash and property as the shares of Common Stock into which such aggregate principal amount of this Debenture could have been converted immediately prior to such merger, consolidation or sales would have been entitled, or (C) in the case of a merger or consolidation, (x) require the surviving entity to issue shares of convertible preferred stock or convertible debentures with such aggregate stated value or in such face amount, as the case may be, equal to the aggregate principal amount of this Debenture then held by the Holder, plus all accrued and unpaid interest and other amounts owing thereon, which newly issued shares of preferred stock or debentures shall have terms identical (including with respect to conversion) to the terms of this Debenture (except, in the case of preferred stock, as may be required to reflect the differences between equity and debt) and shall be entitled to all of the rights and privileges of the Holder of this Debenture set forth herein and the agreements pursuant to which this Debenture was issued (including, without limitation, as such rights relate to the acquisition, transferability, registration and listing of such shares of stock other securities issuable upon conversion thereof), and (y) simultaneously with the issuance of such convertible preferred stock or convertible debentures, shall have the right to convert such instrument only into shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such merger or consolidation. In the case of clause (C), the conversion price applicable for the newly issued shares of convertible preferred stock or convertible debentures shall be based upon the amount of securities, cash and property that each share of Common Stock would receive in such transaction and the Conversion Price in effect immediately prior to the effectiveness or closing date for such transaction. The terms of any such merger, sale or consolidation shall include such terms so as to continue to give the Holder the right to receive the securities, cash and property set forth in this Paragraph upon any conversion or redemption following such event. This Paragraph shall similarly apply to successive such events. 12. The Holder of the Debenture, by acceptance hereof, agrees that this Debenture is being acquired for investment and that such Holder will not offer, sell or otherwise dispose of this Debenture or the Shares of Common Stock issuable upon conversion thereof except under circumstances which will not result in a violation of the Act or any applicable state Blue Sky or foreign laws or similar laws relating to the sale of securities. 13. This Debenture shall be governed by and construed in accordance with the laws of the State of New York. Each of the parties consents to the jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions. 14. The following shall constitute an "Event of Default": a. The Company shall default in the payment of principal or interest on this Debenture and same shall continue for a period of four (4) days; or b. Any of the material representations or warranties made by the Company herein, in the Purchase Agreement, the Registration Rights Agreement, or in any agreement, certificate or financial statements heretofore or hereafter furnished by the Company in connection with the execution and delivery of this Debenture or the Purchase Agreement shall be false or misleading in any material respect at the time made; or 5

c. The Company fails to issue shares of Common Stock to the Holder or to cause its Transfer Agent to issue shares of Common Stock upon proper exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Debenture, fails to transfer or to cause its Transfer Agent to transfer any certificate for shares of Common Stock issued to the Holder upon conversion of this Debenture as and when required by this Debenture or the Registration Rights Agreement, and such transfer is otherwise lawful, or fails to remove any restrictive legend or to cause its Transfer Agent to transfer any certificate or any shares of Common Stock issued to the Holder upon conversion of this Debenture as and when required by this Debenture, the

c. The Company fails to issue shares of Common Stock to the Holder or to cause its Transfer Agent to issue shares of Common Stock upon proper exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Debenture, fails to transfer or to cause its Transfer Agent to transfer any certificate for shares of Common Stock issued to the Holder upon conversion of this Debenture as and when required by this Debenture or the Registration Rights Agreement, and such transfer is otherwise lawful, or fails to remove any restrictive legend or to cause its Transfer Agent to transfer any certificate or any shares of Common Stock issued to the Holder upon conversion of this Debenture as and when required by this Debenture, the Purchase Agreement or the Registration Rights Agreement and such legend removal is otherwise lawful, and any such failure shall continue uncured for five (5) business days; or d. The Company shall fail to perform or observe, in any material respect, any other covenant, term, provision, condition, agreement or obligation of the Company under the Purchase Agreement, the Registration Rights Agreement or this Debenture and such failure shall continue uncured for a period of thirty (30) days after written notice from the Holder of such failure; or e. The Company shall (1) admit in writing its inability to pay its debts generally as they mature; (2) make an assignment for the benefit of creditors or commence proceedings for its dissolution; or (3) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; or f. A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or g. Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company and shall not be dismissed within sixty (60) days thereafter; or h. Any money judgment, writ or warrant of attachment, or similar process in excess of One Hundred Thousand ($100,000) Dollars in the aggregate shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of sixty (60) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or i. Bankruptcy, reorganization, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company and, if instituted against the Company, shall not be dismissed within sixty (60) days after such institution or the Company shall by any action or answer approve of, consent to, or acquiesce in any such proceedings or admit the material allegations of, or default in answering a petition filed in any such proceeding; or j. The Company shall have its Common Stock suspended or delisted from trading on a Principal Market for in excess of five (5) Trading Days; 6

Then, or at any time thereafter, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider this Debenture immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately enforce any and all of the Holder's rights and remedies provided herein or any other rights or remedies afforded by law. 15. Nothing contained in this Debenture shall be construed as conferring upon the Holder the right to vote or to receive dividends or to consent or receive notice as a shareholder in respect of any meeting of shareholders or any rights whatsoever as a shareholder of the Company, unless and to the extent converted in accordance with the terms hereof.

Then, or at any time thereafter, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider this Debenture immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately enforce any and all of the Holder's rights and remedies provided herein or any other rights or remedies afforded by law. 15. Nothing contained in this Debenture shall be construed as conferring upon the Holder the right to vote or to receive dividends or to consent or receive notice as a shareholder in respect of any meeting of shareholders or any rights whatsoever as a shareholder of the Company, unless and to the extent converted in accordance with the terms hereof. 16. In no event shall the Holder be permitted to convert this Debenture for shares of Common Stock upon which, (x) the number of shares of Common Stock owned by such Holder (other than shares of Common Stock issuable upon conversion of this Debenture) plus (y) the number of shares of Common Stock issuable upon conversion of this Debenture, would be equal to or exceed 9.9% of the number of shares of Common Stock then issued and outstanding, including shares issuable upon conversion of this Debenture held by such Holder after application of this Paragraph 16. As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. To the extent that the limitation contained in this Paragraph 16 applies, the determination of whether this Debenture is convertible (in relation to other securities owned by the Holder) and of which a portion of this Debenture is convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder's determination of whether this Debenture is convertible (in relation to other securities owned by such holder) and of which portion of this Debenture is convertible, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. Nothing contained herein shall be deemed to restrict the right of a holder to convert this Debenture into shares of Common Stock at such time as such conversion will not violate the provisions of this Paragraph 16. The provisions of this Paragraph 16 may be waived by the Holder of this Debenture upon not less than 75 days' prior notice to the Company, and the provisions of this Paragraph 16 shall continue to apply until such 75th day (or such later date as may be specified in such notice of waiver). No conversion of this Debenture in violation of this Paragraph 16 but otherwise in accordance with this Debenture shall affect the status of the Common Stock issued upon such conversion as validly issued, fully-paid and nonassessable. If instead of receiving cash on the Maturity Date the Holder instead exercises its right to convert this Debenture into Common Stock pursuant to Paragraph 3 by delivery of a Notice of Conversion prior to receipt of payment, and such conversion would cause the limit contained in the first sentence of this Paragraph 16 to be exceeded, such conversion of this Debenture shall occur up to such limit and the remaining unconverted portion of this Debenture shall be converted into Common Stock (1) in accordance with one or more Notices of Conversion delivered by the Holder or (2) 65 days after the Maturity Date, whichever is earlier. Notwithstanding anything contained herein to the contrary, no interest shall accrue after the Maturity Date on any such unconverted portion of this Debenture. 7

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by an officer thereunto duly authorized. Dated: June 30 __, 2000 WORLDWIDE WIRELESS NETWORKS, INC.
BY: /s/ Jack Tortorice -------------Jack Tortorice Chairman & CEO

Attest:

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by an officer thereunto duly authorized. Dated: June 30 __, 2000 WORLDWIDE WIRELESS NETWORKS, INC.
BY: /s/ Jack Tortorice -------------Jack Tortorice Chairman & CEO

Attest:

8

EXHIBIT A NOTICE OF CONVERSION (To be Executed by the Registered Holder in order to Convert the Debenture) The undersigned hereby irrevocably elects to convert $ _______________ of the principal amount of the above Debenture No. ___ into Shares of Common Stock of Worldwide Wireless Networks, Inc. (the "Company") according to the Conditions hereof, as of the date written below. Date of Conversion * ___________________________________________________________ Conversion Price * ____________________________________________________ Accrued Interest________________________________________________________________ Signature_______________________________________________________________________ [Name] Address:________________________________________________________________________

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

FELDHAKE, AUGUST & ROQUEMORE LLP ATTORNEYS AT LAW IRVINE OFFICE NEWPORT GATEWAY, TOWER II 19900 MACARTHUR BLVD., SUITE 850 IRVINE, CALIFORNIA 92612 TELEPHONE (949) 553-5000 FACSIMILE (949) 553-5098 SAN DIEGO OFFICE

EXHIBIT A NOTICE OF CONVERSION (To be Executed by the Registered Holder in order to Convert the Debenture) The undersigned hereby irrevocably elects to convert $ _______________ of the principal amount of the above Debenture No. ___ into Shares of Common Stock of Worldwide Wireless Networks, Inc. (the "Company") according to the Conditions hereof, as of the date written below. Date of Conversion * ___________________________________________________________ Conversion Price * ____________________________________________________ Accrued Interest________________________________________________________________ Signature_______________________________________________________________________ [Name] Address:________________________________________________________________________

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

FELDHAKE, AUGUST & ROQUEMORE LLP ATTORNEYS AT LAW IRVINE OFFICE NEWPORT GATEWAY, TOWER II 19900 MACARTHUR BLVD., SUITE 850 IRVINE, CALIFORNIA 92612 TELEPHONE (949) 553-5000 FACSIMILE (949) 553-5098 SAN DIEGO OFFICE KOLL CENTER, SUITE 750 501 WEST BROADWAY SAN DIEGO, CALIFORNIA 92101 TELEPHONE (619) 696-6788 FACSIMILE (619) 696-8685 RESPOND TO IRVINE OFFICE November 20, 2000 Mr. Jack Tortorice, President Worldwide Wireless Networks, Inc. 770 The City Drive, Suite 3400 Orange, CA 92868 Re: Legality of Shares Being Registered Dear Mr. Tortorice:

FELDHAKE, AUGUST & ROQUEMORE LLP ATTORNEYS AT LAW IRVINE OFFICE NEWPORT GATEWAY, TOWER II 19900 MACARTHUR BLVD., SUITE 850 IRVINE, CALIFORNIA 92612 TELEPHONE (949) 553-5000 FACSIMILE (949) 553-5098 SAN DIEGO OFFICE KOLL CENTER, SUITE 750 501 WEST BROADWAY SAN DIEGO, CALIFORNIA 92101 TELEPHONE (619) 696-6788 FACSIMILE (619) 696-8685 RESPOND TO IRVINE OFFICE November 20, 2000 Mr. Jack Tortorice, President Worldwide Wireless Networks, Inc. 770 The City Drive, Suite 3400 Orange, CA 92868 Re: Legality of Shares Being Registered Dear Mr. Tortorice: We refer to the Registration Statement No. 333-42774 on Form SB-2 (the "Rgistration Statement") of Worldwide Wireless Networks, Inc., a Nevada corporation (the "Company"), relating to the offer and sale of up to 11,970,060 shares of $0.001 par value common stock (the "Common Stock") to be offered for resale by the several selling stock- holders named in the Registration Statement (the "Selling Stock- holders"). For the purpose of rendering the opinions set forth her ein, we have examined the Registration Statement and such other of the Company's documents and records as we have deemed necessary to enable us t express our opinions set forth below. In our examination of these items, we have assumed: (i) the genuineness of all signatures appearing on such documents or instruments; (ii) the legal capacity of all natural persons who have signed documents submitted to us; (iii) the authenticity of all documents submitted to us as originals; (iv) the conformty with the original of all documents submitted to us as certified, telecopied, photostatic or reproduced copies; and (v) the authenticity and veracity of the originals of all such documents as supplied to us. Based upon the foregoing, we are of the opinion that the common stock being offered by the Selling Stockholders as described in the Registration Statement will be, when issued as described therein, or, upon the exercise of warrants or convertible debentures in accordance with their terms, validly issued, fully paid and nonassessable. Very truly yours, FELDHAKE, AUGUST & ROQUEMORE, LLP
By /s/ Kenneth S. August, Esq. ----------------------Kenneth S. August, Esq.

cc: Mr. Jerry Collazo Thomas Rotert, Esq. Robert J. Feldhake, Esq.

FELDHAKE, AUGUST & ROQUEMORE LLP Mr. Jack Tortorice Worldwide Wireless Networks, Inc. September 11, 2000

NL-ORANGE, L.P. BY NIPPON LANDIC (U.S.A.), INC. A DELAWARE CORPORATION, GENERAL PARTNER LANDLORD, AND DENNIS SHEN, dba GLOBAL PAC TECH TENANT OFFICE LEASE THIS LEASE ("Lease") is made between NL-ORANGE, L.P., by NIPPON LANDIC (USA), INC., a Delaware corporation, General Partner ("Landlord"), and the Tenant described in Item 1 of the Basic Lease Provisions. LEASE OF PREMISES Landlord hereby leases to Tenant and Tenant hereby hires from Landlord, subject to all of the terms and conditions set forth herein, those certain premises (the "Premises") described in Item 3 of the Basic Lease Provisions and as shown in the drawings attached hereto as Exhibit A-1. The Premises are located in that certain office building (the Building) shown on Exhibit "A-2" and whose street address is 770 The City Drive South, Orange, California 92868. The Building is located on that certain land (the Land) described on Exhibit "A-3" attached hereto, which is also improved with landscaping, parking facilities and other improvements and appurtenances. The Land, together with all such improvements and appurtenances and the Building, are, subject to Paragraph 18, collectively referred to herein as the "Project". However, Landlord reserves the right to make such changes, additions and/or deletions to the Land, the Building and the Project as it shall determine from time to time. BASIC LEASE PROVISIONS 1. Tenant: DENNIS SHEN, dba Global Pac Tech ("Tenant") 2. Building: NEXUS CITY SQUARE Address: 770 The City Drive South Orange, CA 92868 3. Description of Premises: Floor(s): Second Suite: 2200 Rentable Area: 1,587 square feet (see Exhibit A-4) 1,587 4. Tenant's Proportionate Share of Excess Operating Costs: 42721237% = 371,478 5. Basic Annual Rent (see Paragraphs 2 and 20): Partial Lease Month:$ 75.12 per day First Lease Year $27,042.48 6. Initial Monthly Installment of Basic Annual Rent: $ 2,253,54 ($1.42 per square foot of Rentable Area) Installment payable upon execution: $2,253.54 7.Security Deposit: $4,507.08

NL-ORANGE, L.P. BY NIPPON LANDIC (U.S.A.), INC. A DELAWARE CORPORATION, GENERAL PARTNER LANDLORD, AND DENNIS SHEN, dba GLOBAL PAC TECH TENANT OFFICE LEASE THIS LEASE ("Lease") is made between NL-ORANGE, L.P., by NIPPON LANDIC (USA), INC., a Delaware corporation, General Partner ("Landlord"), and the Tenant described in Item 1 of the Basic Lease Provisions. LEASE OF PREMISES Landlord hereby leases to Tenant and Tenant hereby hires from Landlord, subject to all of the terms and conditions set forth herein, those certain premises (the "Premises") described in Item 3 of the Basic Lease Provisions and as shown in the drawings attached hereto as Exhibit A-1. The Premises are located in that certain office building (the Building) shown on Exhibit "A-2" and whose street address is 770 The City Drive South, Orange, California 92868. The Building is located on that certain land (the Land) described on Exhibit "A-3" attached hereto, which is also improved with landscaping, parking facilities and other improvements and appurtenances. The Land, together with all such improvements and appurtenances and the Building, are, subject to Paragraph 18, collectively referred to herein as the "Project". However, Landlord reserves the right to make such changes, additions and/or deletions to the Land, the Building and the Project as it shall determine from time to time. BASIC LEASE PROVISIONS 1. Tenant: DENNIS SHEN, dba Global Pac Tech ("Tenant") 2. Building: NEXUS CITY SQUARE Address: 770 The City Drive South Orange, CA 92868 3. Description of Premises: Floor(s): Second Suite: 2200 Rentable Area: 1,587 square feet (see Exhibit A-4) 1,587 4. Tenant's Proportionate Share of Excess Operating Costs: 42721237% = 371,478 5. Basic Annual Rent (see Paragraphs 2 and 20): Partial Lease Month:$ 75.12 per day First Lease Year $27,042.48 6. Initial Monthly Installment of Basic Annual Rent: $ 2,253,54 ($1.42 per square foot of Rentable Area) Installment payable upon execution: $2,253.54 7.Security Deposit: $4,507.08 8. Base Operating Costs: Tenant shall pay its pro rata share of Operating Costs increases over the Base Year 1996 subject to adjustment as provided in Section 3(e) of the Lease 9. Term: One (1) year

10. Target Commencement Date: August 1, 1996 11.Broker[s]: Cushman & Wakefield of California, Inc. 12.Permitted Use: General office use 13.Number of Parking Spaces (see Paragraph 18): 4:1000 14.Addresses for Notices: To: Tenant to: Landlord Prior to occupancy of the Premises: NL-Orange L.P. %Insignia Commercial Group, Inc. Dennis Shen 770 The City Drive South Global Pac Tech Suite 2900 1201 E. Ball Road, #Orange, CA 92668 Anaheim, CA 92805 After occupancy of the Premises: Global Pac Tech 770 The City Drive South, Suite 2200 Orange, CA 92868 15. All payments payable under this Lease shall be sent to Landlord at the address specified in Item 14 or to such other address as Landlord or Landlord's Agent may designate. 16.Guarantor: N/A 17.Landlord's Agent: Insignia Commercial Group, Inc. 770 The City Drive South, Suite 2900 Orange, California 92668 18.Date of this Lease: July 15, 1996 IN WITNESS WHEREOF, the parties hereto have executed this Lease, consisting of the foregoing Basic Lease Provisions, the provisions of the Standard Lease Provisions (the Standard Lease Provisions) (consisting of Paragraphs 1 through 20 which follow) and Exhibits A-1" through A-4 and B through H, inclusive, all of which are incorporated herein by this reference. In the event of any conflict between the provisions of the Basic Lease Provisions and the provisions of the Standard Lease Provisions, the Standard Lease Provisions shall control. LANDLORD NL-ORANGE, L.P. Nippon Landic (U.S.A.), Inc., a Delaware corporation, as General Partner
By: /s/ Mitsuhiko Hashimoto ------------------Mitsuhiko Hashimoto General Manager Date: July 19, 1996

TENANT DENNIS SHEN, dba GLOBAL PAC TECH
By: /s/ Dennis Shen

----------Dennis Shen Its: Date: July 18, 1996

TABLE OF CONTENTS
Page 1.TERM 2.BASIC ANNUAL RENT AND SECURITY DEPOSIT 3.ADDITIONAL RENT 4.IMPROVEMENTS AND ALTERATIONS 5.REPAIRS 6.USE OF PREMISES 7.UTILITIES AND SERVICES 8.NONLIABILITY AND INDEMNIFICATION OF LANDLORD; INSURANCE 9.FIRE OR CASUALTY 10.EMINENT DOMAIN 11.ASSIGNMENT AND SUBLETTING 12.DEFAULT 13.ACCESS; CONSTRUCTION 14.BANKRUPTCY 15.SUBSTITUTION OF PREMISES 16.SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES 17.SALE BY LANDLORD; NONRECOURSE LIABILITY 18.PARKING; COMMON FACILITIES 19.MISCELLANEOUS (a)Attorneys' Fees (b)Waiver (c)Notices (d)Labor (e)Security (f)Storage (g)Holding Over (h)Condition of Premises (i)Quite Possession (j)Matters of Record (k)Project Financing (l)Successors and Assigns (m)Brokers (n)Name (o)Examination of Lease, Confidentiality (p)Time (q)Defined Terms and Marginal Headings (r)Conflict of Laws; Prior Agreements; Separability (s)Authority (t)Common Areas (u)Joint and Several Liability (v)Rental Allocation (w)Rules and Regulations (x)Financial Statements -1-1-2-3-4-4-5-6-8-8-8-10-12-12-13-13-14-14-15-15-15-15-15-15-15-16-16-16-16-16-16-16-16-16-17-17-17-17-17-17-17-17-17-

(y)Landlord's Agent 20.ADDENDA (a)Transportation Management (b)Non-smoking TABLE OF EXHIBITS Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit "A-1"Floor Plan[s] "A-2"Plot Plan of Building "A-3"Legal Description "A-4"Rentable Area "B"Landlord's Obligation "C"Requirements for Alterations "D"Standards for Utilities and Services "E"Building Rules and Regulations "F"Form Estoppel Certificate "G"Tenant's Initial Certificate

-17-17-18-18-

STANDARD LEASE PROVISIONS TERM (a)Unless earlier terminated in accordance with the provisions hereof, the initial term of this Lease shall be the period shown in Item 9 of the Basic Lease Provisions; provided, however, in the event the Commencement Date (defined below) occurs on a date other than the first (1st) day of a calendar month, there shall be added to the term the partial month (the "Partial Lease Month") from the Commencement Date to the first (1st) day of the calendar month following the Commencement Date. [As used herein, "term" shall refer to the initial term described in Item 9 of the Basic Lease Provisions and, provided the same is duly exercised and commences, the Extended Term described in Subparagraph 20(a).] (b)Subject to the provisions of this Paragraph 1, the term shall commence on the date (the "Commencement Date") which is the earlier of the date Landlord delivers the Premises to Tenant or the date Tenant takes possession or commences the use of the premises for any business purpose (including moving in). Landlord shall be deemed to have delivered the Premises to Tenant on the date determined by Landlord's Space Planner (defined in the Work Letter described below) to be the date of substantial completion of the Tenant Work (defined in the Work Letter). Notwithstanding the foregoing, in the event that Landlord is delayed in delivering the Premises by reason of any act or omission of Tenant, including, without limitation, those specified in the Work Letter (the "Work Letter") attached hereto as Exhibit "B" (a "Tenant Delay"), the term shall commence (unless Tenant takes possession or commences use of the Premises prior thereto) on the date the Premises would have been delivered by Landlord had the Tenant Delay(s) not occurred. This Lease shall be a binding contractual obligation effective upon execution hereof by Landlord and Tenant, notwithstanding the later commencement of the term of this Lease. (c)Landlord may deliver the Premises to Tenant on or after the Target Commencement Date described in Item 10 of the Basic Lease Provisions. Landlord shall use reasonable efforts to give Tenant at least fifteen (15) days' notice of the date upon which, in Landlord's opinion, the Commencement Date shall occur; provided, however, that in the event the Commencement Date is delayed or otherwise does not occur on the date specified, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom. BASIC ANNUAL RENT AND SECURITY DEPOSIT (a)Tenant agrees to pay during the Partial Lease Month and each Lease Year (defined below) of the term of this Lease as Basic Annual Rent ("Basic Annual Rent") for the Premises the sums shown for such periods in Item 5 of the Basic Lease Provisions. For purposes of this Lease, a "Lease Year" shall be each twelve (12) calendar month period commencing on (i) the Commencement Date (or anniversary thereof) if the Commencement Date occurs on the first (1st) day of a month, or otherwise (ii) on the first (1st) day of the calendar month following the Commencement Date (or anniversary thereof.

STANDARD LEASE PROVISIONS TERM (a)Unless earlier terminated in accordance with the provisions hereof, the initial term of this Lease shall be the period shown in Item 9 of the Basic Lease Provisions; provided, however, in the event the Commencement Date (defined below) occurs on a date other than the first (1st) day of a calendar month, there shall be added to the term the partial month (the "Partial Lease Month") from the Commencement Date to the first (1st) day of the calendar month following the Commencement Date. [As used herein, "term" shall refer to the initial term described in Item 9 of the Basic Lease Provisions and, provided the same is duly exercised and commences, the Extended Term described in Subparagraph 20(a).] (b)Subject to the provisions of this Paragraph 1, the term shall commence on the date (the "Commencement Date") which is the earlier of the date Landlord delivers the Premises to Tenant or the date Tenant takes possession or commences the use of the premises for any business purpose (including moving in). Landlord shall be deemed to have delivered the Premises to Tenant on the date determined by Landlord's Space Planner (defined in the Work Letter described below) to be the date of substantial completion of the Tenant Work (defined in the Work Letter). Notwithstanding the foregoing, in the event that Landlord is delayed in delivering the Premises by reason of any act or omission of Tenant, including, without limitation, those specified in the Work Letter (the "Work Letter") attached hereto as Exhibit "B" (a "Tenant Delay"), the term shall commence (unless Tenant takes possession or commences use of the Premises prior thereto) on the date the Premises would have been delivered by Landlord had the Tenant Delay(s) not occurred. This Lease shall be a binding contractual obligation effective upon execution hereof by Landlord and Tenant, notwithstanding the later commencement of the term of this Lease. (c)Landlord may deliver the Premises to Tenant on or after the Target Commencement Date described in Item 10 of the Basic Lease Provisions. Landlord shall use reasonable efforts to give Tenant at least fifteen (15) days' notice of the date upon which, in Landlord's opinion, the Commencement Date shall occur; provided, however, that in the event the Commencement Date is delayed or otherwise does not occur on the date specified, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom. BASIC ANNUAL RENT AND SECURITY DEPOSIT (a)Tenant agrees to pay during the Partial Lease Month and each Lease Year (defined below) of the term of this Lease as Basic Annual Rent ("Basic Annual Rent") for the Premises the sums shown for such periods in Item 5 of the Basic Lease Provisions. For purposes of this Lease, a "Lease Year" shall be each twelve (12) calendar month period commencing on (i) the Commencement Date (or anniversary thereof) if the Commencement Date occurs on the first (1st) day of a month, or otherwise (ii) on the first (1st) day of the calendar month following the Commencement Date (or anniversary thereof. (b)Except as expressly provided to the contrary herein, Basic Annual Rent shall be payable in equal consecutive monthly installments, in advance, without deduction or offset, commencing on the Commencement Date and Continuing on the first (1st) day of each calendar month thereafter. The first (1st) full monthly installment of basic Annual Rent, described in Item 6 of the Basic Lease Provisions, shall be payable upon Tenant's execution of this Lease. If the Commencement Date is a day other than the first (1st) day of a calendar month, then the Rent (defined below) for the Partial Lease Month (the "Partial Lease Month Rent") shall be calculated on the per diem basis shown therefor in Item 5 of the Basic Lease Provisions for the number of days of such month from and including the Commencement Date. The Partial Lease Month Rent shall be payable by Tenant prior to the date that Tenant takes possession or commences use of the Premises for any business propose (including moving in). Basic Annual Rent, all forms of additional rent payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as "Rent"), (ii) be payable to Landlord when due without any prior demand therefor in lawful money of the United States and, except as may be expressly provided to the contrary herein, without any offset or deduction whatsoever, and (iii) be payable to Landlord at the address of Landlord described in Item 2 of the Basic Lease Provisions or to such other person or to such other place as Landlord may from time to time designate in writing to Landlord.

(c)Tenant has paid or will pay Landlord such sum[s] at such time[s] as are set forth with respect to the "Security Deposit" (the "Security Deposit") in Item 7 of the Basic Lease Provisions as security for the performance by Tenant of Tenant's obligations hereunder. If, at any time during the term of this Lease or any Extended Term thereof, Tenant's Basic Annual Rent is increased above the amount initially paid hereunder, the Security Deposit shall be increased in the same proportion, and Tenant shall deposit cash with Landlord in an amount sufficient to increase the Security Deposit to the appropriate amount. Landlord shall not be required to keep the Security Deposit separate from its general funds, and Tenant shall not be entitled to interest thereon. If Tenant defaults with respect to any provision of this Lease, including, without limitation, the provisions relating to the payment of Rent or the cleaning or restoration of the Premises upon the termination of this Lease, Landlord may, but shall not be required to, use, apply or retain all or any part of the Security Deposit (i) for the payment of any Rent or any other sum in default, (ii) for the payment of any other amount which Landlord may spend or become obligated to spend by reason of Tenant's default hereunder, or (iii) to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default hereunder, including, without limitation, costs and attorneys' fees incurred by Landlord to recover possession of the Premises following a default by Tenant hereunder. If any portion of the Security Deposit is so used or applied, Tenant shall, upon demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to the appropriate amount, as required to be maintained by Tenant hereunder. If tenant shall fully perform every provision of this Lease to be performed by it, the Security Deposit or any balance thereof shall be returned to Tenant (or, at Landlord's option, to the last assignee of Tenant's interest hereunder) within fourteen (14) days following the expiration of the term of this Lease; provided, however, that Landlord may retain the Security Deposit until such time as any amount due from Tenant in accordance with Paragraph 3 below has been determined and paid to Landlord in full. If the obligation of Tenant to pay the initial Security Deposit has been waived by Landlord in Item 7 of the Basic Lease Provisions, then this provision shall not be applicable unless and until Tenant defaults under this Lease, in which event Landlord may, at its sole option, and as a condition precedent to any cure by Tenant hereunder, require that Tenant immediately pay the Security Deposit, which shall be in an amount equal to the then Monthly Installment of the Basic Annual Rent. (d)The parties agree that for all purposes hereunder the Premises shall be stipulated to contain the number of squire feet of Rentable Area (defined in Exhibit "A-4") described in Item 3 of the Basic Lease Provisions. Upon the request of Landlord, Landlord's Space Planner shall verify the exact number of square feet of Rentable Area in the Premises. In the event there is a variation of three percent (3%) or more from the umber of square feet specified in Item 3 of the Basic Lease Provisions, Landlord and Tenant shall execute an amendment to this Lease for the purpose of making appropriate adjustments to the Basic Annual Rent, the Security Deposit, Tenant's Proportionate Share (defined below) and such other provisions hereof as shall be appropriate under the circumstances. ADDITIONAL RENT (a)Subject to the provisions of this lease, if Operating Costs (defined below) for the Project for any calendar year during the term of this Lease exceed Base Operating Costs (defined below), Tenant shall pay to Landlord as additional rent an amount equal to Tenant's Proportionate Share of such excess. (b)"Tenant's Proportionate Share" is, subject to the provisions of this Paragraph 3, the percentage number described in Item 4 of the Basic Lease Provisions. Tenant's Proportionate Share represents a fraction, the numerator of which is the number of square feet of Rentable Area in the Premises and the denominator of which is the number of square feet of Rentable Area in the Project, as determined by Landlord pursuant to Subparagraph 2(d) above. (c)"Base Operating Costs", during the term of this Lease, including, without limitation, any Extended Term, equals the product of (i) the amount specified in Item 8 of the Basic Lease Provisions, and (ii) the number of square feet of Rentable Area contained in the Project. (d)"Operating Costs" means all costs, expenses and obligations incurred or payable by Landlord in connection with the operation, ownership, repair management or maintenance of the Project during or allocable to the term of this Lease, including, without limitation, the following: (i)All real property taxes, assessments, license fees, excises, levies, charges or impositions and other similar governmental ad valorem or other charges levied on or attributable to the Project or its ownership, operation or transfer, and all taxes, charges, assessments or similar impositions imposed in lieu of the same (collectively, "Real Estate Taxes"). "Real Estate Taxes" shall also include all taxes, assessments, license fees, excise, levies, charges

or similar impositions imposed by any governmental agency, district, authority or political subdivision (A) on any interest of Landlord, any mortgagee of Landlord or any interest of Tenant in the Project, the Premises or in this Lease, or on the occupancy or use of space in the Project or the Premises; (B) on the gross or net rentals or income from the Project, the Rent received hereunder, or on Landlord's "right" or "rights" to any of the foregoing or on Landlord's business of leasing the Premises, the Building or the project, including, without limitation, any gross income tax or excise tax levied by any federal, state or local governmental entity with respect to the receipt of Rent or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy of the project, or portions thereof; (C) measured by the gross square footage of the Project, the Premises, or any portion thereof, or by the number of actual, estimated or potential occupants of the Project, the number of vehicular trips generated by or associated with the Project, or the number of parking spaces contained within the Project, or for any transportation, arts, housing or environmental plan, fund or system instituted within or for any geographic area in which the Building is located, or any similar measure; (D) on the transfer of or the transaction represented by this Lease or any lease of space in the Project or on any document creating or transferring an interest in this Lease: (E) on the construction, removal or alteration of improvements in the Project; (F) for the provision of amenities, services or rights of use such as fire protection, police protection, street, sidewalk, lighting, sewer or road maintenance, refuse removal or janitorial services or for any other service, without regard to whether such services were formerly provided by governmental or quasi- governmental agencies to property owners or occupants at no cost or at minimal cost; and (G) related to any transportation plan, fund or system instituted within the geographic area of the Project or otherwise applicable to the Premises, the Project, or any portion thereof. "Real Estate Taxes" shall not include any capital stock, estate or inheritance tax imposed by the State of California for the federal government; and (ii)The cost of utilities (including taxes and other charges incurred in connection therewith), but, subject to the provisions of Paragraph 7, excluding the cost of Tenant's electrical current usage within its Premises, fuel, supplies, equipment, tools, materials, service contracts, janitorial services, waste and refuse disposal, gardening and landscaping, insurance (including, but not limited to, public liability, fire, property damage, flood, rental loss, rent continuation, boiler machinery, business interruption, contractual indemnification, earthquake and All Risk coverage insurance for up to the full replacement cost of the Project and such other insurance as is customarily carried by operators of other first-class buildings in the County of Orange) to the extent carried by Landlord in its discretion (and the deductible portion of any insured loss otherwise covered by such insurance), the cost of compensation, including employment, welfare and social security taxes, paid vacation days, disability, pension, medical and other fringe benefits of all persons (including independent contractors) who perform services connected with the operation, maintenance or repair of the Project, personal property taxes on and maintenance and repair of equipment and other personal property used in connection with the operation, maintenance or repair of the Project, such auditors' fees and legal fees as are incurred in connection with the operation, maintenance or repair of the project, costs incurred for administration and management of the Project, whether by Landlord or by an independent contractor, administrative expenses, management fees, management office operational expenses, rental expenses for or a reasonable allowance for depreciation of, personal property used in the operation, maintenance or repair of the Project, license, permit and inspection fees, all costs and expenses required by any governmental ro quasi- governmental authority or by applicable law, for any reason, including capital improvements, whether capitalized or not, the cost of any capital improvements made to the Project by Landlord that improve life-safety systems or reduce operating expenses (such as costs to be amortized over such reasonable periods as Landlord shall determine with a return on capital at such rate as would have been paid by Landlord on funds borrowed for the purpose of constructing such capital improvements), the cost of airconditioning, heating, ventilating, plumbing, elevator maintenance and repair, sign maintenance, and Common Area (defined in Paragraph 18) repair, resurfacing, operation and maintenance, the cost of providing security services, if any, deemed appropriate by Landlord, and any other cost or expense incurred or payable by Landlord in connection with the operation, repair, management or maintenance of the Project. (e)Operating Costs for any calendar year during which actual occupancy of the Project is less than ninety-five percent (95%) of the Rentable Area of the Project shall be appropriately adjusted to reflect ninety-five percent (95%) occupancy of the existing Rentable Ares of the Project during such period. In determining Operating Costs, if any services or utilities are separately charged to tenants of the Project or others, Operating Costs shall be adjusted by Landlord to reflect the amount of expense which would have been incurred for such services or utilities on a full-time basis of normal Project operating hours. In the event (i) the Commencement Date shall be a date other than January 1, (ii) the date fixed for the expiration of the term shall be a date other than December 31, (iii) of any early termination of this Lease, or (iv) of any increase or decrease in the size of the Premises, then in each such event, an appropriate adjustment in the application of this Paragraph 3 shall, subject to the provisions of this Lease, be made to reflect such event on

a basis determined by Landlord to be consistent with the principles underlying the provisions of this Paragraph 3. (f)Prior to the commencement of each calendar year of the term following the Commencement Date, Landlord shall have the right to give to Tenant a written estimate of Tenant's Proportionate Share of the projected excess, if any, of the Operating Costs for the Project for the ensuing year over the Base Operating Costs. Tenant shall pay such estimated amount to Landlord in equal monthly installments, in advance on the first (1st) day of each month during such year. Subject to the provisions of this Lease, Landlord shall endeavor to furnish to Tenant within a reasonable period after the end of each calendar year, a statement indicating in reasonable detail the excess of Operating Costs over Base Operating Costs for such period, and the parties shall, within thirty (30) days thereafter, make any payment or allowance necessary to adjust Tenant's estimated payments to Tenant's actual share of such excess as indicated by such annual statement. Any payment due Landlord shall be payable by Tenant on demand from Landlord. Any amount due Tenant shall be credited against installments next becoming due under this Subparagraph 3(f). (g)Tenant shall pay ten (10) days before delinquency, all taxes and assessments (i) levied against any personal property or trade fixtures of Tenant in or about the Premises, (ii) based upon the gross or net Rent payable hereunder, and (iii) based upon this Lease or any document to which tenant is a party creating or transferring an interest in this Lease or an estate in all or any portion of the Premises. If any such taxes or assessments are levied against Landlord or Landlord's property or if the assessed value of the Project is increased by the inclusion therein of a value placed upon such personal property or trade fixtures, Tenant shall, upon demand, reimburse Landlord for the taxes and assessments so levied against Landlord, or such taxes, levies and assessments resulting from such increase in assessed value. (h)Any delay or failure of Landlord in (i) delivering any estimate or statement described in this Paragraph 3, or (ii) computing or billing Tenant's Proportionate Share of excess Operating Costs shall not constitute a waiver of its right to require an increase in Rent, or in any way impair, the continuing obligations of Tenant under this Paragraph 3. Without limiting the generality of the foregoing, Landlord may at any time during the term hereof recalculate and correct the amount of Tenant's Proportionate Share of excess Operating Costs, and Tenant shall pay any amount due on demand by Landlord. In the event of any dispute as to any Rent due under this Paragraph 3, Tenant shall have the right after reasonable notice and at reasonable time to inspect Landlord's accounting records at the accounting office of Landlord's management company. If after such inspection, Tenant still disputes such additional rental, upon Tenant's written request therefor, a certification as to the proper amount of Operating Costs and the amount due to or payable by Tenant shall be made by Landlord's independent certified public accountant. Such certification shall be final and conclusive as to all parties. Tenant agrees to pay the cost of such certification and the investigation with respect thereto, and no adjustments in Tenant's favor shall be made unless it is determined that Landlord's original statement was in error in Landlord's favor by more than five percent (5%). Tenant waives the right to dispute any matter relating to the calculation of Operating Costs or other forms of Rent under this Paragraph 3 if any claim or dispute is not asserted by Tenant in writing to Landlord within one (1) year of delivery to Tenant of the original billing statement with respect thereto. (i)Subject to the provisions of this Paragraph 3, the rights and obligations of Landlord and Tenant with respect to payments to be made hereunder in regard to excess Operating Costs incurred or allocable to periods prior to the expiration or sooner termination of this Lease shall survive such expiration or termination. 4.IMPROVEMENTS AND ALTERATIONS (a)Landlord's sole construction obligation under this Lease is set forth in the Work Letter attached hereto as Exhibit "B". (b)Tenant shall not make any alterations, additions or improvements to the Premises (collectively, "Alterations") without (i) the prior written consent of Landlord, and (ii) compliance with such nondiscriminatory requirements concerning such Alterations as may be imposed by Landlord from time to time. Without limiting the foregoing, Landlord may require, at a minimum, compliance with the requirements set forth in Exhibit "C" attached hereto. All Alterations shall be made by Tenant, at Tenant's sole cost and expense, and shall be diligently prosecuted to completion. The cost of any modifications of Project improvements outside or inside of the Premises required by any governmental agency as a condition or the result of Tenant's Alterations shall be borne by Tenant. Any contractor or person making such Alterations shall first be approved in writing by Landlord. Upon the expiration of earlier termination of this Lease, Landlord may elect to have Tenant either (i) surrender with the Premises any or all of Alterations as Landlord, Landlord shall determine (except trade fixtures not attached to the Premises), in

which case, such Alterations shall become the property of Landlord, or (ii) promptly remove any or all of such Alterations designated by Landlord to be removed, in which case, Tenant shall repair and restore the Premises to its original condition as of the date of substantial completion of the Tenant Work, reasonable wear and tear excepted. (c)Tenant shall keep the Premises, the Building and the Project free from any and all liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a bond in a form and issued by a surety acceptable to Landlord, Landlord shall have the right, but not the obligation, to cause such lien to be released by such means as it shall deem proper (including payment of or defense against the claim giving rise to such lien); in such case, Tenant shall reimburse Landlord for all amounts so paid by Landlord in connection therewith, together with all of Landlord's costs and expenses, with interest thereon at the Default Rate (defined below). Such rights of Landlord shall be in addition to all other remedies provided herein or by law. REPAIRS (a)Landlord shall use commercially reasonable efforts to keep the Common Areas of the Building and the Project in a clean and neat condition. Subject to Subparagraph 5(b) below, Landlord shall make all necessary repairs, within a reasonable period following receipt of notice of the need therefor from Tenant, to the exterior walls, exterior doors and windows of the Building, and to public corridors and other public areas of the Project not constituting a portion of any tenant's premises and shall use commercially reasonable efforts to keep all Building standard equipment used by Tenant in common with other Tenants in good condition and repair, reasonable wear and tear excepted. Notwithstanding the foregoing, Tenant shall be solely responsible for the repair and maintenance of, and all damage to, the Building or the Project resulting from the design and operation of all improvements which are not Building Standard Installations (described in the Work Letter) in or serving the Premises installed at the request of Tenant (regardless of whether installed by Landlord, its agents or contractors or third-party contractors). Except as provided in Paragraph 9, there shall be no abatement of Rent, and Landlord shall not be liable for any injury to, or damage suffered by Tenant, including, without limitation, interference with Tenant's business arising from the making of any repairs, alterations or improvements in or to any portion of the Premises, the Building or the Project. Tenant waives the right to make repairs at Landlord's expense under Sections 1941 and 1942 of the California Civil Code, and under all other similar laws, statutes or ordinances now or hereafter in effect. (b)Tenant, at its expense, (i) shall keep the Premises and all fixtures contained therein in a safe, clean and neat condition, and (ii) shall bear the cost of maintenance and repair, by contractors selected by Landlord, of all facilities which do not constitute Base Building Work (defined in the Work Letter) located in the Premises, including, without limitation, lavatory, shower, toilet, wash basin and kitchen facilities, and heating and airconditioning systems (including all plumbing connected to said facilities or systems installed by or on behalf of Tenant or existing in the Premises at the time of Landlord's delivery of the Premises to Tenant). Tenant shall make all repairs to the Premises not required to be made by Landlord under Subparagraph 5(a) above with replacements of any materials to be made by use of materials of equal or better quality. Tenant shall do all decorating, remodeling, alteration and painting required by Tenant during the term of this Lease. Tenant shall pay for the cost of any repairs to the Premises, the Building or the Project made necessary by any negligence or wilful misconduct of Tenant or any of its assignees, subtenants, employees or their respective agents, representatives, contractors, or other persons permitted in or invited to the Premises or the Project by Tenant. (c)Upon the expiration or earlier termination of this Lease, Tenant shall surrender the Premises in a safe, clean and neat condition; in the event that Tenant defaults with respect to this provision, in addition to any and all other remedies of Landlord, Landlord may use, apply ro retain all or any part of the Security Deposit with respect to such default. Tenant shall remove from the Premises all trade fixtures (which are not required to be surrendered with the Premises pursuant to the provisions of Subparagraph 4(b) hereof), furnishings and other personal property of Tenant, shall repair all damage caused by such removal, and shall restore the Premises to its original condition, reasonable wear and tear excepted. In addition to all other rights Landlord may have, in the event Tenant does not so remove any such fixtures, furnishings or personal property, Tenant shall be deemed to have abandoned the same, in which case, Landlord may store the same, at Tenant's sole cost and expense, appropriate the same for itself, and/or sell the same in its discretion. USE OF PREMISES

(a)Tenant shall use the Premises only for the purposes set forth in Item 12 of the Basic Lease Provisions and shall not use the Premises or permit the Premises to be used for any other purpose. (b)Tenant shall not at any time use or occupy the Premises, or permit any act or omission in or about the Premises in violation of any law, statute, ordinance or any governmental rule, regulation or order (collectively, "Law"), and Tenant shall, upon written notice from Landlord, discontinue any use of the Premises which is a violation of Law. If any Law shall, by reason of the natures of Tenant's use or occupancy of the Premises, impose any duty upon Tenant or Landlord with aspect to (i) modification, operation or other maintenance of the Premises, the Building or the Project, or (ii) the use, alteration or occupancy thereof, Tenant shall comply in full at its expense with such Use. (c)Tenant shall not at any time use or occupy the Premises in violation of the certificates of occupancy issued for the Building or the Premises, and in the event that any department of the State of California or the city or county in which the Project is located shall at any time contend or declare that the Premises are used or occupied in violation of such certificate or certificates of occupancy, any Law or any recorded covenants, conditions and restrictions affecting the Project, Tenant shall, upon five (5) days' notice from Landlord or any such governmental agency, immediately discontinue such use of the Premises and otherwise immediately remedy such violation). The failure by Tenant to discontinue such use shall be considered a default under this Lease, and Landlord shall have the right to exercise any and all rights and remedies provided herein or by default under this Lease, and Landlord shall have the right to exercise any and all rights and remedies provided herein or by Law. The statement in this Lease of the nature of the business to be conducted by Tenant in the Premises shall not be deemed or construed to constitute a representation or guaranty by Landlord that such business will continue to be lawful or permissible under any certificate or occupancy issued for the Building or the Premises, or otherwise permitted by Law. (d)Tenant shall not do or permit to be done anything which may invalidate or increase the cost of any All Risk, property damage, liability or other insurance policy covering the Building, the Project and/or property located therein and shall comply with all rules, orders, regulations and requirements of the Pacific Fire Rating Bureau or any other organization performing a similar function. In addition to all other remedies of Landlord, Landlord may require Tenant, promptly upon demand, to reimburse Landlord for the full amount of any additional premiums charged for such policy or policies by reason of Tenant's failure to comply with the provisions of this Paragraph 6. (e)Tenant shall not in any way interfere with the rights or quiet enjoyment of other tenants or occupants of the Premises, the Building or the Project. Tenant shall not use or allow the Premises to be used for any improper, immoral, unlawful or objectionable purpose, nor shall Tenant cause, maintain, or permit any nuisance in , on or about the Premises, the Building or the Project. Tenant shall not place a load upon any portion of the Premises exceeding the structural floor load (per square foot of area) which such area was designated (and is permitted by Law) to carry or otherwise use any Building system in excess of its capacity or in any other manner which may damage such system or the Building. Business machines and mechanical equipment shall be placed and maintained by Tenant, at Tenant's sole cost and expense, in locations and in settings sufficient in Landlord's reasonable judgement to absorb and prevent vibration, noise and annoyance. Tenant shall not commit or suffer to be committed any waste in, on, upon or about the Premises, the Building or the Project. (f)As used herein, the term "Hazardous Material" means any hazardous or toxic substance, material or wast which is or becomes regulated by any local governmental authority, the State of California or the United States Government, including, without limitation, (i) any material or substance which is defined or listed as a "hazardous waste," "extremely hazardous waste," "restricted hazardous waste," 'hazardous substance" or "hazardous material" under any federal, state, or local law, statute, ordinance or any governmental rule, regulation or order governing or in any way relating to the release, use, generation, handling, leakage, dumping, discharge or disposal of any of the above (collectively, "Hazardous Material Laws") (ii) petroleum or any petroleum derivative, (iii) any flammable explosive or radioactive material, (iv) any polychlorinated biphenyl, and (v) asbestos or any asbestos containing material or derivative. Tenant hereby agrees that (i) Tenant and each of its Affiliated (defined below), assignees, subtenants, and their respective agents, servants, employees, representatives and contractors shall not bring onto the Premises or the Project any Hazardous Material (other than customary amounts of Hazardous Materials used for office supplies and cleaning materials brought into the Premises by Tenant in the normal course of its tenancy and in full compliance with all Hazardous Material Laws), (ii) Tenant shall immediately notify Landlord in writing in the event Tenant becomes aware of or suspects that there has been any release of any Hazardous Materials in, on or about the Premises or the Project, or that nay person has stored or otherwise brought onto the Project, or any portion thereof, any

Hazardous Material (other than customary amounts of office supplies and cleaning materials). Tenant agrees to indemnity, defend (with counsel selected by Landlord), protect and hold Landlord and each of its Affiliates harmless from and against any and all claims, actions, administrative proceedings (including informal proceedings), judgements, damages, punitive damages, penalties, fines, costs, liabilities, interest or losses, including reasonable attorneys' fees and expenses, consultant fees, and experts fees, together with all other costs and expenses of any kind or nature that arise during or after the term of this Lease directly or indirectly from or in connection with the presence, handling, storage, release or discharge of any Hazardous Material in or into the air, soil, surface water or groundwater at, on, about, under or within the premises or the Project, or any portion thereof, generated, released, discharged or otherwise brought onto, under or about the Project by Tenant or any Affiliate thereof. Each of the covenants and agreements of Tenant set forth in this Subparagraph 6(f) shall survive the expiration or earlier termination of this Lease. UTILITIES AND SERVICES (a)Provided that Tenant is not in default hereunder, Landlord shall furnish, or cause to be furnished to the Premises, the utility service and other services described in Exhibit "D" attached hereto, subject to the conditions and in accordance with the standards set forth therein and in this Lease. (b)Tenant agrees to cooperate fully at all times with Landlord and to comply with all regulations and requirements which Landlord may from time to time prescribe for the use of the utilities and services described herein and in Exhibit "D". Landlord shall not be liable to Tenant for the failure of any other tenant, or its assignees, subtenants, employees, or their respective invitees, agents or other representatives to comply with such regulations and requirements. (c)If Tenant requires utility service or other services in quantities greater than, at times other than or of a type or quality different than that generally furnished by Landlord pursuant to Exhibit "D", Tenant shall pay to Landlord, upon receipt of a written statement therefor, Landlord's charge for such additional or different utility service or services; provided, however, if, in Landlord's judgement, such excess or different service cannot be furnished unless additional risers, conduits, feeders, switchboards and/or other facilities are installed in the Building, or otherwise are not then being provided to other tenants in the Project (at the rate or level requested by Tenant), the provision of such additional or different services shall be subject to obligation to provide such additional or different utility or other services if (i) the same is not generally available in first-class office buildings in the area of the Project, (ii) in the case where additional risers, conduits, feeders, switchboards and/or other appurtenances would be required to be installed in the Building or Building systems, could create a dangerous or hazardous condition or disturb or interfere with the use, occupancy or quiet enjoyment of other tenants or otherwise adversely affect the income stream, security satisfaction to Landlord for performance of such obligation) of installation, use, maintenance, repair and removal of such facilities, or (c) Landlord determines in good faith that installation, operation, maintenance and/or cleaning services upon such terms and conditions as shall be reasonably determined by Landlord, including payment of Landlord's charge therefor. In the case of any additional utilities or services to be provided hereunder, Landlord may require a switch and metering system to be installed so as to measure the amount of such additional utilities or services. the cost of installation, maintenance and repair of such system shall be paid by Tenant upon demand. (d)Landlord shall not be liable for, and Tenant shall not be entitled to, any damages, abatement or reduction of Rent, or other liability by reason of any failure to furnish any services or utilities described herein or in Exhibit "D" for any reason, including, without limitation ,when caused by accident, breakage, repairs, Alterations or other improvements to the Project, strikes, lockouts or other labor disturbances or labor disputes or any character, governmental regulation, moratorium or other governmental action, inability to obtain electricity, water or fuel, or any other cause beyond Landlord's reasonable control Landlord shall be entitled to cooperate with the energy conservation efforts of governmental agencies or utility suppliers. No such failure, stoppage or interruption of any such utility or service shall be construed as an eviction of Tenant, nor shall the same relieve Tenant from any obligation to perform any covenant or agreement under this Lease. In the event of any failure, stoppage or interruption thereof, Landlord shall use reasonable efforts to attempt to restore all services promptly. No representation is made by Landlord with respect to the adequacy or fitness of the Building's ventilating, airconditioning or other systems to maintain temperatures as may be required for the operation of any computer, data processing or other special equipment of Tenant or for any other purpose. (e)Landlord reserves the right from time to time to make reasonable and nondiscriminatory modifications to the above standards (including, without limitation, those described in Exhibit "D") for utilities and services.

8.NONLIABILITY AND INDEMNIFICATION OF LANDLORD; INSURANCE (a)Landlord shall not be liable to Tenant, and Tenant hereby waives all claims against Landlord, its partners, officers, trustees, affiliates, directors, employees, contractors, agents and representatives (collectively, "Affiliates") for any injury or damage to any person or property occurring or incurred in connection with or in any way relating to the Premises, the Building or the Project from any cause, including, without limitation, by reason of the active or passive negligence of Landlord or its Affiliates. Without limiting the foregoing, neither Landlord nor any of its Affiliates shall be liable for and there shall be no abatement of Rent for (i) any damage to Tenant's property stored or entrusted to Affiliates of Landlord, (ii) loss of or damage to any property by theft or any other wrongful or illegal act, or (iii) any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Building or the Project or from the pipes, appliances, appurtenances or plumbing works therein or from the roof, street or sub-surface or from any other place or resulting from dampness or any other cause whatsoever or from the acts or omissions of other tenants, occupants or other visitors to the Building or the Project, or from any other cause whatsoever, (iv) any diminution or shutting off of light, air or view by any structure which may be erected on lands adjacent to the Building, whether within or outside of the Project, or (v) any latent or other defect in the Premises, the Building or the Project. In addition and without limitation to the other provisions of Subparagraphs (a) and (b) of this Paragraph 8, Tenant agrees that in no case shall Landlord ever be responsible or liable on any theory for any injury to Tenant's business, loss of profits, loss of income or any other form of consequential damage. Tenant shall give prompt notice to Landlord in the event of (A) the occurrence of a fire or accident in the Premises or in the Building, or (B) the discovery of any defect therein or in the fixtures or equipment thereof. (b)Tenant shall indemnify, defend (with legal counsel selected by Landlord ), protect and hold Landlord harmless from and against any and all claims, suits, judgements, losses, costs, obligations, damages, expenses, interest and liabilities, including, without limitation, reasonable attorneys' fees, for any injury or damage to any person or property whatsoever arising out of or in connection with this Lease, the Premises or Tenant's activities in the Project, including, without limitation, when such injury or damage has been caused in whole or in part by the act, negligence, fault or omission of Tenant, its agents, servants, contractors, employees, representatives, licensees or invitees, or by reason of the active or passive negligence of Landlord or its Affiliates. Without limiting the foregoing, Tenant shall reimburse Landlord for all expenses, damages and fines incurred or suffered by Landlord by reason of any breach, violation or non-performance by Tenant, its agents, servants or employees, of any covenant or provision of this Lease, or by reason of damage to persons or property caused by moving property of or for Tenant in or out of the Building, or by the installation or removal of furniture of other property, or by reason of carelessness, negligence or improper conduct of Tenant or its agents, employees or servants in the use or occupancy of the Premises. The provisions of this Subparagraph 8(b) shall survive the expiration or earlier termination of this Lease. (c)Tenant hereby agrees to maintain in full force and effect at all times during the term of this Lease, at its sole cost and expense, for the protection of Tenant and Landlord, as their interests may appear, policies of insurance issued by a responsible carrier or carriers, qualified to do business in the State of California, with a financial class rating of not less than x and a policy holder rating of not less than A in the most recent Best's Key Rating Guide and otherwise acceptable to Landlord, which afford the following coverages: (i)Comprehensive general liability insurance (or commercial general liability insurance) or such successor comparable form of coverage, including blanket contractual liability, broad form property damage, independent contractor's coverage, personal injury, completed operations, products liability, cross liability and severability of interest clauses, and fire damage, written on an "occurrence" basis with coverage of not less than Five Million Dollars ($5,000,000.00) combined single limit per occurrence for both bodily injury (including death) and property damage; (ii)All Risk Insurance, including, without limitation, insurance covering loss or damage resulting or arising from sprinkler leakage, in an amount sufficient to cover the full cost of replacement of all improvements to the Premises (other than Building Standard Installations) and all of Tenant's fixtures and other personal property. The proceeds of such insurance shall be devoted exclusively to the replacement of the same unless this Lease shall cease and terminate pursuant to the provisions of Paragraph 9 hereof; (iii)Loss of income insurance in such amounts as will cover Tenant for direct or indirect loss of earnings resulting from all risks or perils customarily insured against by commercially prudent tenants, as reasonably determined by

Landlord; and (iv)Workers' Compensation and Employer's Liability Insurance (as required by law). (d)Tenant may, with the prior written consent of Landlord, elect to have reasonable deductibles (not to exceed One Thousand Dollars ($1,000.00)) under the policy required pursuant to Subparagraph 8(c)(ii). (e)Tenant shall deliver to Landlord at least thirty (30) days prior to the time such insurance is first required to be carried by Tenant, and thereafter at least thirty (30) days prior to expiration of each such policy, certificates of insurance evidencing the coverage required hereunder with limits not less than those specified above. Such policies of insurance shall be written as primary policies, not contributing with, and not in excess of coverage which Landlord may carry. The certificate of insurance with respect to the coverage described in Subparagraph 8 (c)(i) above shall specifically reflect insurance of Tenant's obligations under Subparagraph 8(b) above. Such certificates shall name Landlord as an additional insured and shall expressly provide that the interest of the same therein shall not be affected by any breach by Tenant of any policy provision for which such certificates evidence coverage. Further, all certificates shall expressly provide that not less than thirty (30) days' prior written notice shall be given Landlord in the event of material alteration or to cancellation of the coverages evidenced by such certificates. If on account of the failure of Tenant to comply with the provisions of this Paragraph 8, Landlord is adjudged a co-insurer by its insurance carrier, then, in addition to all other remedies available to Landlord, any loss or damage Landlord shall sustain by reason thereof shall be borne by Tenant and shall be immediately paid by Tenant upon receipt of a bill therefor and evidence of such loss. (f)Upon demand, Tenant shall provide Landlord, at Tenant's sole cost and expense, with such increased amount of existing insurance and such other insurance with such limits and Landlord may require and such other hazard insurance as the nature and condition of the Premises may require, in the opinion of Landlord, to afford Landlord adequate protection for such risks. However, in all cases such adjustments shall be based upon the requirements of an institutional lender of Landlord or otherwise reasonable and consistent with the requirements of other firstclass office projects i the County of Orange. (g)Landlord makes no representation that the insurance coverage specified to be carried by Tenant pursuant to this Paragraph 8 is adequate to protect Tenant against Tenant's undertaking under the terms of this Lease or otherwise, and in the event Tenant believes that any such insurance coverage called for under this Lease is insufficient, Tenant shall provide, at its own cost and expense, such additional insurance as Tenant deems adequate. (h)Notwithstanding any provision of this Paragraph 8 to the contrary, in the event that Landlord's insurance policies with respect to the Premises, the Building or the Project permit a waiver of subrogation, Landlord hereby waives any and all rights of recovery against Tenant for or arising out of damage to, or destruction of, the Premises, the Building or the project, from causes then included under standard fire and All Risk insurance policies with respect to the Premises permit a waiver of damage or destruction. In the event that Tenant's insurance policies with respect to the Premises permit a waiver of subrogation, Tenant waives any and all rights of recovery against Landlord for or arising out of damage to, or destruction of, any property of Tenant, from causes then included under standard fire and All Risk insurance policies or endorsements. Tenant represents that its present insurance policies now in force permit such waiver. If at any time during the term of this Lease (i) either party shall give less than five (5) days' prior written notice to the other party certifying that any insurance carrier which has issued any such policy shall refuse to consent to the aforesaid waiver of subrogation, or (ii) such insurance carrier shall consent to such waiver only upon the payment of an additional premium (and such additional premium is not paid by the other party hereto), or (iii) such insurance carrier shall revoke a consent previously given or shall cancel or threaten to cancel any policy previously issued and then in force and effect, because of such waiver of subrogation, then, in any of such events, the waiver of subrogation contained herein shall thereupon be of no further force or effect as to the loss, damage or destruction covered by such policy. If, however, at any time thereafter, a consent to such waiver of subrogation shall be obtained without an additional premium from any existing or substitute insurance carrier, the waiver hereinabove provided for shall again become effective. (i)Tenant shall not keep, use, sell or offer for sale in or upon the Premises any article which may be prohibited by any insurance policy periodically in force covering the Premises, the Building or the Project. Of any of Landlord's insurance policies shall be canceled or cancellation shall be threatened or the coverage thereunder reduced or threatened to be reduced in any way because of the use of the Premises, or any part thereof, by Tenant or any

assignee, subtenant, licensee or invitee of Tenant, and if Tenant fails to remedy the condition giving rise to such cancellation, threatened cancellation, reduction of coverage, or threatened reduction of coverage, within fortyeight (48) hours after notice thereof, Landlord may, at its option, either terminate this Lease or enter upon the Premises and attempt to remedy such condition, and Tenant shall promptly pay the cost thereof to Landlord as additional Rent. Landlord shall not be liable for any damage or injury caused to any property of Tenant or of others located on the Premises resulting from such entry. If Landlord is unable, or elects not to remedy such condition, then Landlord shall have all of the remedies provided for in this Lease in the event of a default by Tenant. (j)Tenant shall not do or permit to be done any act or things upon or about the Premises of the Building, which will (i) result in the assertion of any defense by the insurer to any claim under, (ii) invalidate, or (iii) be in conflict with, the insurance policies of Landlord or Tenant covering the Building, the Premises or fixtures and property therein, or which would increase the rate of fire insurance applicable to the Building to an amount higher than it otherwise would be; and Tenant shall neither do nor permit to be done any act or thing upon or about the Premises or the Building which shall or might subject Landlord to any liability or responsibility for injury to any person or persons or to property, provided that nothing in this Subparagraph 8(j) shall prevent Tenant's use of the Premises for the purposes stated in Paragraph 6 hereof. (k)If, as a result of any act or omission by or on the part of Tenant or violation of this Lease, whether or not Landlord has consented to the same, the rate of "All Risk" or other type of insurance maintained by Landlord on the Building and fixtures and property therein, shall be increased to an amount higher than it otherwise would be, Tenant shall reimburse Landlord for all increases of Landlord's fire insurance premiums so caused, such reimbursement to be Additional Rent payable within five (5) days after demand therefor by Landlord. If, due to abandonment of, or failure to occupy the demised premises by Tenant, any such insurance shall be canceled by the insurance carrier, then Tenant hereby indemnities Landlord against liability which would have been covered by such insurance. In any action or proceeding wherein Landlord and Tenant are parties, a schedule or "make-up" of rates for the Building or the Premises issued by the body making fire insurance rates or established by insurance carrier providing coverage for the Building or demised premises shall be presumptive evidence of the facts stated therein, including the items and charges taken into consideration in fixing the "All Risk" insurance rate then applicable to the Building or the Premises. 9.FIRE OR CASUALTY (a)Subject to the provisions of this Paragraph 9, in the event the Premises, or access thereto, is wholly or partially destroyed by fire or other casualty, Landlord shall (to the extent permitted by Law and covenants, conditions and restrictions then applicable to the Project) rebuild, repair or restore the Premises and access thereto to substantially the same condition as existing immediately prior to such destruction, and this Lease shall continue in full force and effect. Notwithstanding the foregoing, (i) Landlord's obligation to rebuild, repair or restore the Premises shall not apply to any personal property, tenant improvements or other items installed or contained in the Premises which are not Building Standard Installations, and (ii) Landlord shall have no obligation whatsoever to rebuild, repair or restore the Premises with respect to any damage or destruction occurring during the last twelve (12) months of the term of this Lease or the Extended Term. (b)Landlord may elect to terminate this Lease in any of the following cases of damage or destruction to the Premises, the Building or the Project: (i) where the cost of rebuilding, repairing and restoring the Building or the Project (collectively, "Restoration"), would, regardless of the lack of damage to the Premises or access thereto, in the opinion of Landlord, exceed twenty percent (20%) of the then-replacement cost of the Building; (ii) where, in the case of any damage or destruction to any portion of the Building or the Project by uninsured casualty, the cost of Restoration of the Building or the destruction to any portion of the Building or the Project by uninsured casualty, the cost of Restoration of the Building or the Project, in the opinion of Landlord, exceeds Five Hundred Thousand Dollars ($500,000.00); or (iii) where, in the case of any damage or destruction to the Premises or access thereto by uninsured casualty, the cost of Restoration of the Premises or access thereto, in the opinion of Landlord, exceeds twenty percent (20%) of the replacement cost of the Premises. Any such termination shall be made by thirty (30) days' prior written notice to Tenant given within sixty (60) days of the date of such damage or destruction. If this Lease is not terminated by Landlord and as the result of any damage or destruction, the Premises, or a portion thereof, are rendered untenantable, and the Basic Annual Rent shall abate rateably during the period of Restoration (based upon the extent to which such damage and Restoration materially interfere with Tenant's business in the Premises) unless such damage or destruction shall have resulted from the fault or neglect

of Tenant, its agents, servants, contractors, representatives, employees, licensees or invitees. This Lease shall be considered an express agreement governing any case of damage to or destruction of the Premises, the Building or the Project. Tenant hereby waives the provisions of California Civil Code Sections 1932(2) and 1933(4) and the provisions of any successor or other law of like import. 10.EMINENT DOMAIN In the event the whole of the Premises, the Building or the Project shall be taken under the power of eminent domain, or sold to prevent the exercise thereof (collectively, a "Taking"), this Lease shall automatically terminate as of the date of such Taking. In the event of a Taking of such portion of the Project, the Building or the Premises as shall, in the opinion of Landlord, substantially interfere with Landlord's operation thereof, Landlord may terminate this Lease upon thirty (30) days' written notice to tenant given at any time within sixty (60) days following the date of such Taking. For purposes of this Lease, the date of Taking shall be the earlier of the date of transfer of title resulting from such Taking or the date of transfer of possession resulting from such Taking. in the event that a portion of the Premises is so taken and this Lease in not terminated, Landlord shall, with reasonable diligence, proceed to restore (to the extent permitted by Law and covenants, conditions and restrictions than applicable to the Project) the Premises (other than Tenant's personal property and fixtures, and tenant improvements not constituting Building Standard Installations) to a complete, functioning unit. In such case, the Basic Annual Rent shall be reduced proportionately based on the portion of the Premises so taken. If all or any portion of the Premises is the subject of a temporary Taking, this Lease shall remain in full force and effect, and Tenant shall continue to perform each of its obligations under this Lease; in such case, Tenant shall be entitled to receive the entire award allocable to the temporary Taking of the Premises. Except as provided herein, Tenant shall not assert any claim against Landlord or the condemning authority for, and hereby assigns to Landlord, any compensation in connection with any such Taking, and Landlord shall be entitled to receive the entire amount of any award therefor, without deduction for any estate or interest of Tenant. Nothing contained in this Paragraph 10 shall be deemed to give Landlord any interest in, or prevent Tenant from seeking any award against the condemning authority for the Taking of personal property or fixtures of Tenant or for relocation or business interruption expenses recoverable by Tenant from the condemning authority. This Paragraph 10 shall be Tenant's sole and exclusive remedy in the event of a Taking. Each party hereby waives the provisions of Sections 1265.130 and 1265.150 of the California Code of Civil Procedure and the provisions of any successor or other law of like import. 11.ASSIGNMENT AND SUBLETTING (a)Tenant shall not directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, assign, sublet, mortgage, hypothecate or otherwise encumber all or any portion of its interest in this Lease or in the Premises or grant any license in or suffer any person other than Tenant or its employees to use or occupy the Premises, or any part thereof, without obtaining the prior written consent of Landlord, which consent shall, subject to Subparagraphs 11(d), (e), (f), and (g) below, not be unreasonably withheld. Any such attempted assignment, subletting, license, mortgage, hypothecation, other encumbrance or other use or occupancy without the consent of Landlord shall be null and void and of no effect. For purposes of application of Subparagraphs 11 (b), (c), (d), (e), (f) and (g) below, any mortgage, hypothecation or encumbrance of all or any portion of Tenant's interest in this Lease or in the Premises and any grant of a license or sufferance of any person other than Tenant or its employees to use or occupy the Premise, or any part thereof, shall be deemed to be an "assignment" of this Lease. In addition, as used in this Paragraph 11, the term "Tenant" shall also mean any entity that has guaranteed Tenant's obligations under this Lease, and the restrictions applicable to Tenant contained herein shall also be applicable to such guarantor. (b)No permitted assignment or subletting shall relieve Tenant of its obligation to pay the Rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of Rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any subletting or assignment. Consent by Landlord to one (1) subletting or assignment shall not be deemed to constitute a consent to any other or subsequent attempted subletting or assignment. (c)If Tenant desires at any time to assign this Lease or to sublet the Premises, or any portion thereof, it shall first notify Landlord of its desire to do so and shall submit in writing to Landlord (i) the name of the proposed assignee or subtenant; (ii) the nature of the proposed assignee's or subtenant's business to be carried on in the Premises; (iii) the terms and provisions of the proposed assignment or sublease, which shall be expressly subject to the provisions of this Lease; (iv) in the case of a sublease, the portion of the Premises proposed to be sublet; and (v)

such financial and other information as Landlord may reasonably request concerning the proposed assignee or subtenant. (d)At any time within thirty (30) days after Landlord's receipt of the information specified in Subparagraph 11(c) above, Landlord may, by written notice to Tenant, elect (i) to sublease from Tenant the Premises or the portion thereof so proposed to be subleased by Tenant, or to take an assignment of Tenant's leasehold estate hereunder, or such part thereof as shall be specified in said notice, upon the same terms as those offered to the proposed subtenant or assignee, as the case may be, except that the Rent payable by Landlord in the case of a sublease to Landlord shall be the same Rent per square foot as is payable by Tenant hereunder for the same period; or (ii) to terminate this Lease as to the portion of the Premises so proposed to be subleased or assigned (which may include all of the Premises), with a proportionate abatement in the Rent payable hereunder. In the case where Landlord elects to sublease space, receive an assignment from Tenant or terminate all or any portion of this Lease pursuant to this Subparagraph 11(d), Landlord may thereafter release the space affected to Tenant's proposed assignee or subtenant, without liability to Tenant. If Landlord does not exercise any option set forth in this Subparagraph 11(d) within said thirty (30) day period, Tenant may, within ninety (90) days thereafter, into a valid assignment or sublease of the Premises, or portion thereof, upon the terms and conditions set forth in the information furnished by Tenant to Landlord pursuant to Subparagraph 11(c) above, subject, however, in each instance, to (i) Landlord's consent under Subparagraph 11(a) above, and (ii) Landlord's receipt of a fully executed counterpart of such assignment or sublease. If Landlord elects to exercise its option to sublet or receive an assignment from Tenant (or terminate this Lease) as to any portion of the Premises, (i) Landlord and its subtenants shall have the right to use in common with Tenant all lavatories, corridors and lobbies within the Premises, the use of which is reasonably required for the use of such sublet, assigned or terminated space, and (ii) Tenant shall have no right of set off or right to assert a default hereunder by reason of a default by Landlord under such sublease. (e)Tenant acknowledges that it shall be reasonable for Landlord to withhold its consent to a proposed assignment or sublease if (i) the use to be made of the Premises by the proposed assignee or subtenant is (A) not generally consistent with the character and nature of other tenants in the Building or the Project or would result in a heavier burden (in comparison to that resulting from tenant's use of such portion of the Premises) of the Building, the project, the systems, the structures or the Common Areas thereof, (B) in conflict with any "exclusive" or similar use or signage rights of another Project tenant, or (C) prohibited by any provision of this Lease, including, without limitation, the rules and regulations then in effect; (ii) the character, moral stability, reputation or financial responsibility of the proposed assignee or subtenant are not reasonably satisfactory to Landlord; (iii) in the case of a proposed mortgage, hypothecation or other encumbrance of Tenant's leasehold estate, (A) the proposed assignee or subtenant requests relief from any provision of this Paragraph 11 or this Lease, including, without limitation, those provisions requiring assumption of this Lease by each assignee or subtenant and continuous occupancy of the Premises, (B) the proposed mortgage, hypothecation or encumbrance is of less than the entire leasehold estate, or (C) the proposed assignee or subtenant cannot reasonably demonstrate to Landlord that such mortgage, hypothecation or encumbrance will not impair or adversely affect any of Landlord's rights hereunder; (iv) in the case of a sublease, (A) the portion of the Premises proposed to be sublet is not a single, self-contained unit of space with access to restrooms and exits in conformance with applicable Law or otherwise cannot be the subject of a valid certificate of occupancy, or (B) the proposed transaction is a sublease of a sublease hold interest; or (v) the proposed assignee or subtenant is an existing tenant or subtenant in the Project. (f)The voluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not constitute a merger, and shall, at the option of Landlord, either terminate all or any existing subleases or subtenancies or shall operate as an assignment to Landlord of such subleases or subtenancies. If Tenants a corporation which is not the issuer of any security registered under Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, or is an unincorporated association, trust or partnership in excess of twenty- five percent (25%) in the aggregate during the term hereof of the total stock or interest in such corporation, association, trust or partnership, the transfer, assignment within the meaning of this Paragraph 11; provided, however, that Landlord shall not withhold its consent and the provisions of Subparagraphs (d) and (g) of this Paragraph 11 shall not apply to transactions described in the foregoing sentence with a corporation (i) into or with which Tenant is merged or consolidated, (ii) to which substantially all of Tenant's assets are transferred, or (iii) that controls, is controlled by or is under common control with Tenant so long as in each such case, (A) the successor of Tenant has a net worth, calculated in accordance with generally-accepted accounting principles (and evidenced by financial statements inform reasonably satisfactory to Landlord) equal to the greater of the net worth of Tenant immediately prior to

such transaction or the net worth of the original Tenant hereunder as of the date of this Lease, (B) all provisions of this Paragraph 11, other than Subparagraphs (d), (g) and the consent requirements of Subparagraph (a), shall apply to such transactions, and (C) Tenant shall present proof reasonably satisfactory to Landlord that the parties to the transaction were not attempting to avoid the application of Subparagraphs (d) and (g) of this Paragraph 11. If Tenant consists of more than one (1) person, a purported transfer, assignment, mortgage, hypothecation or other encumbrance, voluntary, involuntary or by operation of law, by any one of the persons executing this Lease of all or part of such person's interest to this Lease shall be deemed an assignment within the meaning of this Paragraph 11. Each assignee, sublessee, licensee, mortgagee or other transferee, other than Landlord, shall assume in a writing satisfactory to Landlord, all obligations of Tenant under this Lease and shall be jointly and severally liable for the performance of all of the provisions hereof. Notwithstanding the foregoing and without prejudice to Landlord's right to require a written assumption from each assignee, any person or entity to whom this Lease is assigned, including, without limitation, assignees pursuant tot the provisions of the Bankruptcy Code, 11 U.S.C. Sections 101 et seq. (the "Bankruptcy Code"), shall automatically be deemed to have assumed all obligations of Tenant arising under this Lease. Tenant agrees to reimburse Landlord for Landlord's reasonable costs and attorney's fees incurred in connection with the processing, investigation and documentation of any requested assignment or sublease subject to this Paragraph 11. (g)If Landlord shall give its consent to any assignment of this Lease or to any sublease of all or any portion of the Premises, Tenant shall pay to Landlord as Additional Rent hereunder: (i)In the case of an assignment, and amount equal to all sums and other consideration paid to the assignor Tenant by the same assignee for, or by reason of, such assignment, bud deducting from such sums and consideration, all brokerage commissions actually paid to independent brokers in connection with such transaction and pay tenant improvement allowance granted to the assignee to the extent actually devoted exclusively to the installation of leasehold improvements in the Premises (such commissions and allowance being referred to herein as "Transaction Inducements"); and (ii)In the case of a sublease, all sums, rents, additional charges, key money and other consideration payable under the sublease by the subtenant to Tenant in excess of Rent accruing during the term of the sublease with respect to the subleased portion of the Premises (at the rate per square foot of Rentable Area payable by Tenant). Tenant shall be entitled to deduct all Transaction Inducements related to such sublease, provided the same are amortized over the entire term of the sublease. The obligation to make the payments described in this Subparagraph 11(g) shall be a joint and several obligation of the Tenant and the assignee or subleasee, as the case may be. The amounts payable under Subparagraph 11 (g)(i) shall be paid to Landlord on the effective date of the assignment, as a condition of the effectiveness of Landlord's consent. The amounts payable under Subparagraph 11(g)(ii) shall be paid to Landlord as and when payable by the sublessee to Tenant. Within fifteen (15) days after written request therefor by Landlord, Tenant shall furnish evidence to Landlord of the Amount of consideration received or expected to be received from such assignment or sublease. (h)Notwithstanding any provision of this Lease to the contrary, in the event this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, any and all monies or other consideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute the property of Tenant or Tenant's estate within the meaning of the Bankruptcy Code. All such money and other consideration not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and shall be promptly paid or delivered to Landlord. 12.DEFAULT (a)The occurrence of any of the following shall constitute a material default and breach of this Lease by Tenant (a "Tenant Default"): (i)Any failure by Tenant to pay any installment of Basic Annual Rent or to make any other payment required to be made by Tenant hereunder when due, where such failure continues for five (5) days after delivery of written notice of such failure by Landlord to Tenant; provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required under Section 1161 et seq., of the California Code of Civil Procedure; (ii)The abandonment or vacation of the Premises by Tenant;

(iii)Any failure by Tenant to execute and deliver any statement described in Paragraph 16 requested by Landlord, where such failure continues for five (5) days after delivery of written notice of such failure by Landlord to Tenant; provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required under Sections 1161 et seq., of the California Code of Civil Procedure; (iv)Any failure by Tenant to observe and perform any other provision of this Lease, including, without limitation, any provision of the Exhibits attached hereto, as they may exist from time to time, to be observed or performed by Tenant, where such failure continues for thirty (30) days (except where a different period of time is specified in this Lease, in which case, such different time period shall apply) after delivery of written notice of such failure by Landlord to Tenant; provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required under Sections 1161 et seq., of the California Code of Civil Procedures. If the nature of such default is such that the same cannot reasonably be cured within such thirty (30) day period, Tenant shall not be deemed to be in default if Tenant shall, within ten (10) days of receipt of such notice, both deliver to Landlord its written agreement to cure such default and commence such cure, and thereafter diligently prosecute such cure to completion; (v)The making or furnishing by Tenant of any warranty, representation or statement to Landlord in connection with this Lease, or any other agreement to which Tenant and Landlord are parties, which is false or misleading in any material respect when made or furnished; (vi)Any transfer of a substantial portion of the assets of Tenant, or any occurrence of a material obligation by Tenant, unless such transfer or obligation is undertaken or incurred in the ordinary course of Tenant's business or in good faith or fair equivalent consideration, or with Landlord's consent; (vii)Any instance whereby Tenant or any general partner of Tenant shall cease doing business as a going concern, make an assignment for the benefit of creditors, generally not pay its debts as they become due or admit in writing its inability to pay its debts as they become due, file a petition commencing a voluntary case under any chapter of the Bankruptcy Code, be adjudicated an insolvent, file a petition seeking for itself any reorganization, composition, readjustment, liquidation, dissolution or similar arrangement under the Bankruptcy Code or any other present or future similar statute, law, rule or regulation, or file an answer admitting the material allegations of a petition filed against it in any such proceeding, consent to the filing of such a petition or acquiesce in the appointment of a trustee, receiver, custodian or other similar official for it or of all or any substantial part of its assets or properties, or take any action looking to its dissolution or liquidation; (viii)Any instance whereby a case, proceeding or other action shall be instituted against Tenant or any general partner of Tenant seeking the entry of an order for relief against Tenant or any general partner thereof as debtor, to adjudicate Tenant or any general partner thereof as a bankrupt or insolvent, or seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief against Tenant or any general partner thereof under the Bankruptcy Code or any other present or future similar statute, law, rule or regulation, which case, proceeding or other action either results in such entry, adjudication or issuance or entry of any other order or judgement having a similar effect, or remains undismissed for sixty (60) days, or within sixty (60) days after the appointment (without Tenant's or such general partner's consent) of any trustee, receiver, custodian or other similar official for it or such general partner, or for all or any substantial part of its or such general partner's assets and properties, such appointment shall not be vacated; (ix)The appointment of a receiver, trustee or custodian to take possession of all or any substantial portion of the assets of Tenant, or the formation of any committee of Tenant's creditors, or any class thereof, for the purpose of monitoring or investigating the financial affairs of Tenant or enforcing such creditor's rights; or (x)The default of any guarantor of Tenant's obligations hereunder under any guaranty of this Lease, the attempted repudiation or revocation of any such guaranty or the participation by any such guarantor in any other event described in this Subparagraph 12(a) (as if this Subparagraph 12(a) referred to such guarantor in place of Tenant). (b)In the event of any such default by Tenant, then in addition to any other remedies available to Landlord at law or in equity, Landlord shall have the immediate option to terminate this Lease and all rights of tenant hereunder by giving written notice of such termination. In the event that Landlord shall elect to so terminate this Lease, then Landlord may recover from Tenant:

(i)The worth at the time of award of any unpaid Rent which had been earned at the time of such termination; plus (ii)The worth at the time of award of the amount by which the unpaid Rent for the balance of the term after the time of award exceeds the amount of such ental loss that Tenant proves reasonable could be avoided; (iii)The worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss Tenant proves reasonably could have been avoided; (iv)Any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course would be likely to result therefrom; and (v)At Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable California Law. (c)As used in Subparagraphs 12(b)(i) and 12(b)(ii) above, the "worth at the time of award" is computed by allowing interest at the Default Rate specified in Subparagraph 12(j) below. As used in Subparagraph 12(b)(iii) above, the "worth at the time of award" is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%). (d)In the event of any such default by Tenant, Landlord shall also have the right, with or without terminating this Lease, to re-enter the Premises and remove all persons and property from the premises; such property may be removed and stored in a public warehouse or elsewhere at the cost and risk of and for the account of Tenant. (e)In the event of the vacation or abandonment of the premises by Tenant or in the event that Landlord shall elect to re-enter as provided in Subparagraph 12(d) or shall take possession of the Premises pursuant to legal proceedings, or pursuant to any notice provided by Law, then if Landlord does not elect to terminate this Lease as provided in this Paragraph 12, Landlord may from time to time, without terminating this Lease, either recover all rentals as they become due or relet the Premises, or any part thereof, for such term or terms and at such rental or rentals and upon such other terms and conditions as Landlord, in its sole and absolute discretion, may deem advisable, with the right to make alterations and repairs to the Premises. (f)In the event that Landlord shall elect to relet, then rentals received by Landlord from such reletting shall be applied: first, to the payments of any indebtedness (other than Rent) due hereunder from Tenant to Landlord; second, to the payment of any cost of such reletting (including brokerage commissions); third, to the payment of the cost of any alterations and repairs to the Premises; fourth, to the payment of Rent due and unpaid hereunder and the residue, if any, shall be held by Landlord and applied in payment of future Rent as the same may become due and payable hereunder. Should reletting, during any month to which such Rent is applied, result in the actual payment of rentals at less than the Rent payable during that month by Tenant hereunder, then Tenant shall pay such deficiency to Landlord immediately upon demand therefor by Landlord. Such deficiency shall be calculated and paid monthly. Tenant shall also pay to Landlord as soon as ascertained, any costs and expenses incurred by Landlord in such reletting or in making such alterations and repairs not covered by the rentals received from such reletting. (g)No re-entry or taking of possession of the Premises by Landlord pursuant to this Paragraph 12 shall be construed as an election to terminate this Lease unless a written notice of such election shall be given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction. Notwithstanding any reletting without termination by Landlord, Landlord, may at any time after such reletting, elect to terminate this Lease for any such default. Upon the occurrence of a default by Tenant under Subparagraph 12(a), if the Premises, or any portion thereof, are sublet, Landlord in addition and without prejudice to any other remedies herein provided or provided by Law, may, at its option, collect directly from the sublessee all rentals becoming due to the Tenant and apply such rentals against other sums due hereunder to Landlord. (h)In addition and without prejudice to any other right or remedy of Landlord, if Tenant shall be in default under this Lease, Landlord may cure the same at the cost and expense of Tenant (i) immediately and without notice in the case (A) of emergency, (B) where such default unreasonably interferes with any other tenant in the Project, or (C) where such default will result in the violation of Law or the cancellation of any insurance policy maintained by Landlord, and (ii) in any other case if such default continues for ten (10) days from the receipt by Tenant of notice of such default from Landlord. All costs incurred by Landlord in curing such default(s), including, without

limitation, attorneys' fees, shall be reimbursable by Tenant as additional Rent hereunder upon demand, together with interest thereon, from the date such costs were incurred by Landlord, at the rate specified in Subparagraph 12(i) below. (i)The performance by Landlord of any agreement, concession or grant for "free rent," Rent abatement, a "credit fund" to be applied against Rent otherwise payable hereunder or any grant or payment by Landlord to or for the benefit of Tenant of any cash or other bonus, allowance or other payment or inducement or any assumption of obligations by Landlord to or for the benefit of Tenant given or granted to or for the benefit of Tenant as consideration for execution and delivery of this Lease by Tenant (all such agreements, concessions, grants, payments and assumptions are collectively referred to herein as "Tenant Inducements") shall be continuously conditional upon Tenant's full and complete performance of its obligations under this Lease, as this Lease may be amended or extended. Effective immediately upon the occurrence of a Tenant Default (A) any provision of this Lease provision of this Lease providing for performance of a Tenant Inducement shall be automatically deemed terminated and of no further force or effect and (B) any Tenant Inducement previously granted, issued, paid or given to or for the benefit of Tenant shall be immediately due and payable by Tenant to Landlord as Rent hereunder. (j)Tenant acknowledges and agrees that any late payment by Tenant of Rent or any other amount payable by Tenant hereunder will result in damage to Landlord, the exact amount of which will be extremely difficult to ascertain. Such damage includes, without limitation, administrative expenses, accounting and processing costs and late charges which may be payable by Landlord on mortgage financing or other obligations of Landlord relating to the property. As a result, Landlord and Tenant agree that in the event Tenant is more than ten (10) days late in paying any amount of Rent or any other payment due under this Lease, then without the need for any further notice to Tenant, Tenant shall pay Landlord a late charge equal to five percent (5%) of the delinquent amount. Landlord and Tenant agree that such late charge is a fair and reasonable estimate of the damage Landlord will incur by reason of such delinquent payment. Following the occurrence of three (3) instances of payment of Rent more than ten (10) days late in any twelve (12) month period, Landlord may, without prejudice to any other rights or remedies available to it, upon written notice to Tenant, (i) require that all remaining monthly installments of Rent shall be payable three (3) months in advance; and in addition or in the alternative at Landlord's election, (ii) require that Tenant increase the amount of the Security Deposit (if any) by an amount equal to one (1) month's Rent. In addition, any amount due from Tenant to Landlord hereunder which is not paid within thirty (30) days of the date due shall bear interest at an annual rate (the "Default Rate") equal to four percent (4%) in excess of the discount rate being charged by the Federal Reserve Bank of San Francisco on advances to member banks pursuant to Sections 13 and 13(a) of the Federal Reserve Act, as amended, as of the twenty-fifth (25th) day of the month preceding the date hereof (or such lesser amount as shall be the maximum rate then permitted by applicable use). The payment of such interest by Tenant shall not constitute a waiver of any default by Tenant hereunder. (k)Tenant hereby waives for Tenant and for all those claiming under Tenant all rights now or hereafter existing to redeem by order or judgement of any court or by any legal process or writ, Tenant's right of occupancy of the Premises after any termination of this Lease. Notwithstanding any provision of this Lease to the contrary, the expiration or termination of this Lease and/or the termination of Tenant's rights to possession of the Premises shall not discharge, relieve or release Tenant from any obligation or liability whatsoever under any indemnity provision of this Lease, including, without limitation, the provisions of Paragraphs 6 and 8 hereof. 13.ACCESS; CONSTRUCTION Landlord reserves the right to use the roof and exterior walls of the Premises and the area beneath, adjacent to and above the Premises, together with the right to install, use, maintain, repair, replace and relocate equipment, machinery, meters, pipes, ducts, plumbing, conduits and wiring through the Premises, which serve other portions of the Building or the Project in a manner and in locations which do not unreasonably interfere with Tenant's use of the Premises. In addition, Landlord shall have free access to any and all mechanical installations of Landlord or Tenant, including, without limitation, machine rooms, telephone rooms and electrical closets. Tenant agrees that there shall be no construction of partitions or other obstructions which interfere with or which threaten to interfere with Landlord's free access thereto, or interfere with the moving of Landlord's equipment to or from the enclosures containing said installations. Landlord reserves and shall at any time and all times have the right to enter the Premises to inspect the same, to supply janitorial service and any other service to be provided by Landlord to Tenant hereunder, to exhibit the Premises to prospective purchasers, lenders or tenants, to post notices of nonresponsibility, to alter, improve, restore, rebuild or repair the Premises, or any other portion of the

Building, or to do any other act permitted or contemplated to be done by Landlord hereunder, all without being deemed guilty of an eviction of Tenant and without liability for abatement of Rent or otherwise. For such purposes, Landlord may also erect scaffolding and other necessary structures where reasonably required by the character of the work to be performed. Landlord shall conduct all such inspections and/or any injury or inconvenience to or interference with the business of Tenant. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant's business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby. For each of such purposes, Landlord shall at all times have and retain a key with which to unlock all of the doors in, upon and about the Premises (excluding Tenant's vaults and safes, access to which shall be provided by Tenant upon Landlord's reasonable request). Landlord shall have the right to use any and all means which Landlord may deem proper in an emergency in order to obtain entry to the Premises, or any portion thereof. Any entry into the Premises obtained by Landlord by any of such means shall not under any circumstances be construed to be a forcible or unlawful entry into, or a detainer of, the Premises, or any eviction of Tenant from the Premises, or any portion thereof. No provision of this Lease shall be construed as obligating Landlord to perform any repairs, Alterations or decorations to the Premises or the Project except as otherwise expressly agreed to be performed by Landlord pursuant to the provisions of this Lease. 14.BANKRUPTCY (a)If at any time on or before the Commencement Date there shall be filed by or against Tenant in any court, tribunal, administrative agency or any other forum having jurisdiction, pursuant to any applicable law, either of the United States or of any state, a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver, trustee or conservator of all or a portion of Tenant's property, or if Tenant makes an assignment for the benefit of creditors, this Lease shall ipso facto be canceled and terminated, and in such an event, neither Tenant nor any person claiming through or under Tenant or by virtue of any applicable law or by an or der of any court, tribunal, administrative agency or any other forum having jurisdiction, shall be entitled to possession of the premises, and Landlord, in addition to the other rights and remedies given by Paragraph 12 hereof or by virtue of any other provision contained in this Lease or by virtue of any applicable law, may retain as damages any Rent, Security Deposit or moneys received by it from Tenant or others on behalf of Tenant. (b)If, after the Commencement Date, or if at any time during the term of this Lease, there shall be filed against Tenant in any court, tribunal, administrative agency or any other forum having jurisdiction, pursuant to any applicable law, either of the United States or of any state, a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver, trustee or conservator of all or a portion of Tenant's property, and the same is not dismissed after sixty (60) calendar days, or if Tenant makes an assignment for the benefit of creditors, this Lease, at the option of Landlord exercised within a reasonable time after notice of the happening of any one or more of such events, may be canceled and terminated, and in such event, neither Tenant nor any person claiming through or under tenant or by virtue of any statute or of an order of any court shall be entitled to possession or to remain in possession of the Premises, but shall forthwith quit and surrender the Premises, and Landlord, in addition to the other rights and remedies granted by Paragraph 12 hereof or by virtue of any other provision contained in this Lease or by virtue of any applicable law, may retain as damages any Rent, Security Deposit or moneys received by it from Tenant or others on behalf of Tenant. (c)In the event of the occurrence of any of those events in this Paragraph 14, if the Landlord shall not choose to exercise, or by applicable law shall not be able to exercise, its rights hereunder to terminate this Lease upon the occurrence of such events, then, in addition to any other rights of Landlord hereunder or by virtue of applicable law, (i) Landlord shall not be obligated to provide Tenant with any of the utilities or services specified in Paragraph 7, unless Landlord has received compensation required with respect to such services shall control, and (ii) neither Tenant, as debtor-in-possession, nor any trustee or other person (hereinafter collectively referred to as the "Assuming Tenant") shall be entitled to assume this Lease unless on or before the date of such assumption, the Assuming Tenant (A) cures, or provides adequate assurance that the latter will promptly cure, any existing default under this Lease, (B) compensates, or provides adequate assurance that the Assuming Tenant will promptly compensate Landlord for any pecuniary loss (including, without limitation, attorneys' fees and disbursements) resulting from such default, and (C) provides adequate assurance of future performance under this Lease, it being covenanted and agreed by the parties that, for such purposes, any cure or compensation shall be effected by the establishment of an escrow fund for the amount at issue or by bonding, and (ii) "adequate assurance" of future performance shall be effected by the establishment of an escrow fund for the amount at issue or by bonding. 15.SUBSTITUTION OF PREMISES

Subject to the conditions specified in this Paragraph 15, Landlord reserves the right without Tenant's consent, on thirty (30) days' written notice to Tenant, to substitute other premises within the Building for the Premises. In each such case, the substituted premises (a) shall contain at least the same Rentable Area as the Premises, (b) shall contain comparable tenant improvements, and (c) shall be made available to Tenant at the then-current rental rate for such space, which in no event shall exceed the Rent specified herein. Landlord shall pay all reasonable moving expenses of Tenant incidental to such substitution of premises. 16.SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES (a)Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected and subordinate to any and all deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "Security Documents") which now or hereafter constitute a lien upon or affect the Project; the Building or the Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have he right to subordinate or cause to be subordinated any such Security Documents to this Lease, and in such case, in the event of the termination or transfer of Landlord's estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within five (5) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five (5) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to the holder of such Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) that Tenant's possession and this Lease shall not be disturbed by such holder so long as no default hereunder shall occur, and Tenant shall attorn to the record owner of the Project. (b)If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions of any predecessor owner or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rent. (c)Tenant shall, upon not less than five (5) days' prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Rent, Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" is hereby approved by Tenant for use pursuant to this Subparagraph 16(c); however, at Landlord's option, Landlord shall have the right to use other forms for such purpose. Tenant's failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and

deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building or the Project. (d)In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time. 17.SALE BY LANDLORD; NONRECOURSE LIABILITY (a)In the event of a sale or conveyance by Landlord of the Building or the Project, Landlord shall be released from any and all liability under this Lease. If the Security Deposit has been made by Tenant prior to such sale or conveyance, Landlord may transfer the Security Deposit to the purchaser, and upon delivery to Tenant of notice thereof pursuant to the provisions of Section 1950.7 of the California Civil Code, Landlord shall be discharged from any further liability in reference thereto. (b)Landlord and each of its officers, directors, Affiliates, shareholders and constituent shareholders shall in no event or at any time be personally liable for the payment or performance of any obligation required or permitted of the Landlord under this Lease or under any document executed in connection herewith. In the event of any actual or alleged failure, breach or default by Landlord under this Lease or any such document, the sole recourse of Tenant shall be against the interest of Landlord in the Project. No attachment, execution, writ or other process shall be sought or obtained, and no judicial proceeding shall be initiated by or on behalf of Tenant, against Landlord (or any of Landlord's officers, directors, Affiliates or constituent partners or shareholders) personally or Landlord's assets (other than Landlord's interest in the Project) as a result of any such failure, breach or default. (c)Landlord shall not be in default of any obligation or Landlord hereunder unless and until it has failed to perform such obligation within thirty (30) days after receipt of written notice of such failure from Tenant, provided, however, that if the nature of Landlord's obligation is such that more than thirty (30) days are required for its performance, Landlord shall not be in default if Landlord commences to cure such default within the thirty (30) day period and thereafter diligently prosecutes the same to completion. Tenant's sole remedy for breach of this Lease by Landlord shall be an action for damages, injunction or specific performance; Tenant shall have no right to terminate this Lease on account of any breach or default by Landlord. Notwithstanding any provision of this Lease, all liability of Landlord under this Lease or otherwise with respect to any acts or omissions of Landlord or events which occur during the term of this Lease and which in any way relate to Tenant's tenancy hereunder or occupancy of the Premises shall terminate two (2) years following the expiration or sooner termination of this Lease other than as to those claims, if any, asserted in reasonable detail in a writing delivered by Tenant to Landlord prior to the expiration of such tow (2) year period. (d)As a condition to the effectiveness of any notice of default given by Tenant to Landlord, Tenant shall also concurrently give such notice under the provisions of Subparagraph 17(c) to each beneficiary under a deed of trust encumbering the Project of whom Tenant has received written notice (such notice to specify the address of the beneficiary). In the event Landlord shall fail to cure any breach or default within the time period specified in Subparagraph 17(c), then prior to the pursuit of any remedy therefor by Tenant, each such beneficiary shall have an additional thirty (30) days within which to cure such default, or if such default cannot reasonable be cured within such period, then each such beneficiary shall have such additional time as shall be necessary to cure such default, provided that within such thirty (30) day period, such beneficiary has commenced and is diligently pursuing the remedies available to it which are necessary to cure such default (including, without limitation, as appropriate, commencement of foreclosure proceedings). 18.PARKING; COMMON FACILITIES (a)Tenant shall have the right to the nonexclusive use of the number of parking spaces located in the parking facilities of the Project specified in Item 13 of the Basic Lease Provisions for the parking of motor vehicles used by Tenant, its officers and employees only. Landlord reserves the right, at any time upon written notice to Tenant,

to change the location of Tenant's parking spaces within the parking facility originally designated for such use, if any, as determined by Landlord in its reasonable discretion. The use of such spaces shall be subject to the rules and regulations adopted by Landlord from time to time for the use of such facilities. Landlord further reserves the right to make such changes to the parking system as Landlord may deem necessary or reasonable from time to time (i.e., Landlord may provide for one or a combination of parking systems, including, without limitation, selfparking, single- or double-stall parking spaces, and valet assist parking). Tenant shall pay such amounts as may be charges by Landlord to Tenant for such right of use from time to time, regardless of the degree of use. Tenant agrees that Tenant, its officers and employees shall not be entitled to park in any reserved or specially assigned areas designated by Landlord from time to time in the Project's parking facilities. Landlord may require execution of an agreement with respect to the use of such parking facilities by Tenant and/or its offices and employees in form satisfactory to Landlord as a condition of any such use by Tenant, its officers and employees shall not be entitled to park in any reserved or specially assigned areas designated by Landlord from time to time in the Project's parking facilities. Landlord may require execution of an agreement with respect to the use of such parking facilities by Tenant and/or its officers and employees in form satisfactory to Landlord as a condition of any such use by Tenant hereunder. Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant's offices, employees, suppliers, shippers, customers or invitees to be loaded, unloaded or parked in areas other than those designated by Landlord for such activities. If Tenant permits or allows any of the prohibited activities described in this Paragraph 18, then Landlord shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Tenant, which cost shall be immediately payable, upon demand by Landlord. (b)Subject to Subparagraphs 18(a) and 18(c) hereof and the remaining provisions of this Lease, Tenant shall have the nonexclusive right, in common with others, to the use of the garage and such entrances, lobbies, restrooms, elevators, ramps, drives, stairs, and similar access ways and service ways and other common areas and facilities in and adjacent to the Building and the Project as are designated from time to time by Landlord for the general nonexclusive use of Landlord, Tenant and the other tenants of the Project and their respective employees, agents, representatives, licensees and invitees ("Common Areas"). The use of such Common Areas shall be subject to the rules and regulations contained herein and the provisions of any covenants, conditions and restrictions affecting the Project. Landlord reserves the right to make such changes, alterations, additions, deletions, improvements, repairs or replacements in or to the Building, the Project (including the Premises) and the Common Areas as Landlord may deem necessary or desirable, including, without limitation, constructing new buildings and making changes in the location, size, shape and number of driveways, entrances, parking spaces, parking areas, loading areas, landscaped areas and walkways; provided, however, that there shall be no unreasonable permanent obstruction of access to or use of the Premises resulting therefrom. In the event that the Building or the Project is not completed on the date of execution of this Lease, Landlord shall have the sole judgement and discretion to determine the architecture, design, appearance, construction, workmanship, materials and equipment with respect to construction of the Building and the Project. Notwithstanding any provision of this Lease to the contrary, the Common Areas shall not in any event be deemed to be a portion of or included within the Premises leased to Tenant, and the Premises shall not be deemed to be a portion of the Common Areas. (c)Landlord reserves the right (i) to change the configuration, size and dimensions of the Project and its Common Areas, (ii) to add or sever from its ownership any portion of the Project at any time, and (iii) to exclude from the rights of use granted to Tenant any rights of passage over or use of any portion of the Project. 19.MISCELLANEOUS (a) Attorneys' Fees. In the event of any legal action or proceeding brought by either party against the other arising out of this Lease, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs incurred in such action. Such amounts shall be included in any judgement rendered in any such action or proceeding. (b)Waiver. No waiver by Landlord of any provision of this Lease or of any breach by Tenant hereunder shall be deemed to be a waiver of any other provision hereof, or of any subsequent breach by Tenant. Landlord's consent to or approval of any act by Tenant requiring Landlord's consent or approval under this Lease shall not be deemed to render unnecessary the obtaining of Landlord's consent to or approval of any subsequent act of Tenant. No act or thing done by Landlord or Landlord's agents during the term of this Lease shall be deemed an acceptance of any Rent by Landlord following a breach of this Lease by Tenant shall not constitute a waiver by Landlord of such breach or any other breach unless such waiver is expressly stated in a writing signed by Landlord.

(c)Notices. All notices which Landlord or Tenant may require, or may desire, to serve on the other must be in writing and may be served by personal service, or as an alternative to personal service, by mailing the same by registered or certified mail, postage prepaid, addressed as set forth in Item 14 of the Basic Lease Provisions, or addressed to such other address or addresses as either Landlord or Tenant may from time to time designate to the other in writing. However, any notice (including a summons and complaint) which Landlord may require or may desire to serve on Tenant shall be deemed sufficiently served and given if personally served or sent by registered or certified mail, postage prepaid, to Tenant at the Premises. In addition, any bill, statement, consent or other communication which Landlord may desire or is required to give to Tenant shall be deemed sufficiently given or rendered if in writing, hand delivered to the Premises or sent to Tenant at the Premises by registered or certified mail, postage prepaid. (d)Labor. Tenant shall not at any time prior to or during the term hereof, either directly or indirectly, use an contractors, labor or materials, the use of which would create any difficulty with other contractors or labor engaged by Tenant, Landlord or by others in the construction, maintenance or operation of the Premises, the Building or the Project. (e)Security. Landlord shall be the sole determinant of the type and amount of security services, if any, to be provided to the Project. Presently, a card key system provides after-hours (24 hour) entry to the Building and elevator access to Tenant's floor. In all events, Landlord shall not be liable to Tenant, and Tenant hereby waives any claim against Landlord, for, and expressly assumes the risk of (i) any unauthorized or criminal entry of third parties into the Premises, the Building or the Project, (ii) any damage to persons, or (iii) any loss of property in and about the Premises, the Building or the Project, by or from any unauthorized or criminal acts of third parties, regardless of any action, inaction, failure, breakdown, malfunction and/or insufficiency of the security services provided by Landlord, or any actual or alleged passive or active negligence of Landlord. (f)Storage. Storage is available at the perimeter of the Project on a "first- come, first-served" basis. Any use of the storage space shall be at Tenant's sole risk. Any storage space at any time demised to Tenant hereunder shall be used exclusively for storage. Notwithstanding any other provision of this Lease to the contrary, (i) Landlord shall have no obligation to provide, heating, cleaning, water or air-conditioning therefor, and (ii) Landlord shall be obligated to provide such storage space only such electricity as will, in Landlord's judgement, be adequate to light said space as storage space. The current rate charged by Landlord for the storage space is $.70 per square foot per month. (g)Holding Over. Tenant shall have no right to holdover or retain possession of any portion of the Premises after the expiration or sooner termination of this Lease. If Tenant holds over after the expiration or earlier termination of the term hereof, with or without the express or implied consent of Landlord. Tenant shall be come and be only a month-to-month tenant at a Rent equal to the greater of (i) the then-prevailing market rate as determined by Landlord, in its sole and absolute discretion (subject to adjustments as provided in Paragraphs 2 and 3 hereof and prorated on a daily basis), or (ii) one hundred fifty percent (150%) of the Basic Annual Rent payable by Tenant immediately prior to such expiration or termination, and otherwise upon the terms, covenants and conditions herein specified, so far as applicable. Neither any provision hereof nor acceptance by Landlord of Rent after such expiration or earlier termination shall be deemed a consent to a holdover hereunder or result in a renewal of this Lease or an extension of the term. Notwithstanding any provision to the contrary contained herein, (i) Landlord expressly reserves the right to require Tenant to surrender possession of the Premises upon the expiration of the term of this Lease or upon the earlier termination hereof, the right to reenter the Premises, and the right to assert any remedy at law or in equity to evict Tenant and/or collect damages in connection with any such holding over, and (ii) Tenant shall indemnify, defend and hold Landlord harmless from and against any and all claims, demands, actions, losses, damages, obligations, costs and expenses, including, without limitation, attorneys' fees incurred or suffered by Landlord by reason of Tenant's failure to surrender the Premises on the expiration or earlier termination of this Lease in accordance with the provisions of this Lease. (h)Condition of Premises. Tenant acknowledges that neither Landlord nor any agent o Landlord has made any representation or warranty with respect to the Premises, the Building or the Project, or with respect to the suitability of any part of the Premises by Tenant shall conclusively establish that the Premises, the Building and the Project were at such time in good and sanitary order, condition and repair and that he Tenant Work had been finally completed, without defect and otherwise in accordance with the Tenant's Plans (described in Work Letter). (i)Quiet Possession. Upon Tenant's paying the Rent reserved hereunder and observing and performing all of the

covenants, conditions and provisions on Tenant's part to be observed and performed hereunder, Tenant shall have quiet possession of the Premises for the term hereof without hindrance or ejection by any person lawfully claiming under Landlord, subject to the provisions of this Lease and to the provisions of any (i) covenants, conditions and restrictions, (ii) master lease, or (iii) deed of trust to which this Lease is subordinate or may be subordinated. (j)Matters of Record. Except as otherwise provided herein, this Lease and Tenant's rights hereunder are subject and subordinate to all matters affecting Landlord's title to the Project recorded in the official records of Orange County, California, prior to and subsequent to the date hereof, including, without limitation, all covenants, conditions and restrictions and the provisions of all loan documents relating to each loan secured by a mortgage or deed of trust encumbering the Project. Tenant agrees for itself and all persons in possession or holding under it that it will comply with and not violate any such covenants, conditions and restrictions affecting the Premises, the Building or the Project, as long as such easements, rights, dedications, maps, and covenants, conditions and restrictions do not materially interfere with the use of the Premises by Tenant. At Landlord's request, Tenant shall join in the execution of any of the aforementioned documents. (k)Project Financing. Tenant acknowledges that as a material inducement to Landlord to execute this Lease, (i) Tenant shall timely acknowledge and deliver to Landlord all such documents and instruments as may be customarily those documents and instruments which may be required under Paragraph 16, and (iii) if any prospective lender to Landlord shall request or require in connection with the placement of any financing to Landlord or pursuant to the provisions of any Security Document any modification of this Lease, Tenant shall not delay or withhold its agreement to such proposed modification provided in the same shall not modify the Basic Annual Rent payable hereunder nor materially and adversely affect the obligations of Tenant hereunder. Tenant shall be responsible for any and all liability, loss, cost, damage and expense, including, without limitation, attorneys' fees, which Landlord shall incur in connection with Tenant's failure or delay in executing, acknowledging and delivering such documents and instrument or Tenant's breach of any other covenant or agreement embodied in this Lease that results in the delay, impairment or cancellation of such financing. (l)Successors and Assigns. Except as otherwise provided in this Lease, all of the covenants, conditions and provisions of this Lease shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns. Tenant shall attorn to each purchase, successor or assignee of Landlord. (m)Brokers. Tenant warrants that it has had no dealings with any real estate broker or agent in connection with the negotiation of this Lease, excepting only the broker named in Item 11 of the Basic Lease Provisions and that it knows of no other real estate broker or agent who is or might be entitled to a commission in connection with this Lease. Landlord covenants and agrees to pay all real estate commissions due in connection with this Lease to the broker described in Item 11 of the Basic Lease Provisions. (n)Name. Tenant shall not, without the prior written consent of Landlord (which shall not be unreasonably withheld), use the name, insignia or logotype of the Building or the Project for any purpose, and in no event shall Tenant acquire any rights in or to such names. Tenant shall not use any picture of the Building or of the Project in its advertising, stationery or in any other manner. Landlord expressly reserves the right at any time to change the name, number, designation or logotype of the Building or the Project or the exterior or interior signage thereon and therein without the consent of Tenant without in any manner being liable to Tenant therefor. (o)Examination of Lease, Confidentiality. Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or option of release, and it is not effective as a lease or otherwise until execution by and delivery to both Landlord and Tenant. Tenant agrees that (i) the terms and provisions of this Lease are confidential and constitute proprietary information of Landlord, and (ii) it shall not disclose, and it shall cause its partners, officers, directors, shareholders, employees, brokers and attorneys to not disclose any term or provision of this Lease to any other person without first obtaining the prior written consent of Landlord. (p)Time. Time is of the essence of this Lease and each and all of its provisions. (q)Defined Terms and Marginal Headings. The words "Landlord" and "Tenant" as used herein shall include the plural as well as the singular. If more than one (1) person is named as Tenant, the obligations of such persons are joint and several. The marginal headings and titles to the paragraphs of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part hereof.

(r)Conflict of Laws; Prior Agreements; Separability. This Lease shall be governed by and construed pursuant to the laws of the State of California. This Lease contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Lease. No prior agreement, understanding or representation pertaining to any such matter shall be effective for any purpose. No provision of this Lease may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors in interest. The illegality, invalidity or unenforceability of any provision of this Lease shall in no way impair or invalidate any other provision of this Lease, and such remaining provisions shall remain in full force and effect. (s)Authority. If Tenant is a corporation, each individual executing this Lease on behalf of Tenant hereby covenants and warrants that Tenant is a duly authorized and existing corporation, that Tenant has and is qualified to do business in California, that the corporation has full right and authority to enter into this Lease, and that each person signing on behalf of the corporation is authorized to do so. If Tenant is a partnership or trust, each individual executing this Lease on behalf of Tenant hereby covenants and warrants that he is duly authorized to execute and deliver this Lease on behalf of Tenant in accordance with the terms of such entity's partnership or trust agreement. Tenant shall provide Landlord on demand with such evidence of such authority as Landlord shall reasonably request, including, without limitation, resolutions, certificates and opinions of counsel. (t)Common Areas. The rights of Tenant hereunder in and to the Common Areas shall at all times be nonexclusive with the rights of Landlord and other tenants of Landlord who use the same in common with Tenant, and it shall be the duty of Tenant to keep all of the Common Areas free and clear of any obstructions created or permitted by Tenant or resulting from Tenant's operations, and to use the Common Areas only for normal activities, parking and ingress and egress by Tenant and its employees, agents, representatives, licensees and invitees to and from the Premises, the Building or the Project. If, in the opinion of Landlord, unauthorized persons are using the Common Areas by reason of the presence of Tenant in the Premises, Tenant, upon demand of Landlord, shall correct such situation by appropriate action or proceedings against all such unauthorized persons. Nothing herein shall affect the rights of Landlord at any time to remove any such unauthorized persons from said areas or to prevent the use of any said areas by unauthorized persons. (u)Joint and Several Liability. If two (2) or more individuals, corporations, partnerships or other business associations (or any combination of two (2) or more thereof) shall sign this Lease ans Tenant, the liability of each such individual, corporation, partnership or other business association to pay Rent and perform all other obligations hereunder shall be deemed to be joint and several, and all notices, payments and agreements given or made by, with or to any one of such individuals, corporations, partnerships or other business associations shall be deemed to have been given or made by, with or to all of the. In like manner, if Tenant shall be a partnership or other business association, the members of which are, by virtue of statute or federal law, subject to personal liability, then the liability of each such member shall be joint and several. (v)Rental Allocation. For purposes of Section 467 of the Internal Revenue Code of 1986, as amended from time to time, Landlord and Tenant hereby agree to allocate all Rent to the period in which payment is due, or if later, the period in which Rent is paid. (w)Rules and Regulations. Tenant agrees to comply with all rules and regulations of the Building and the Project imposed by Landlord as set forth on Exhibit "D" attached hereto, as the same may be changed from time to time upon reasonable notice to Tenant. Landlord shall not be liable to Tenant for the failure of any other tenant or any of its assignees, subtenants, or their respective agents, employees, representatives, invitees or licensees to conform to such rules and regulations. (x)Financial Statements. Upon Landlord's written request, Tenant shall promptly furnish Landlord, from time to time, with the next current audited financial statements prepared in accordance with generally-accepted accounting principles, certified by Tenant and an independent auditor to be true and correct, reflecting Tenant's then-current financial condition. (y)Landlord's Agent. All rent and other payments, and any notices required under this Lease to be given to Landlord, shall be paid or delivered, as the case may be, to Landlord's Agent. Landlord reserves the right, at any time and from time to time, to change Landlord's Agent or to direct Tenant to pay rent and other sums due hereunder and/or to deliver notices directly to Landlord, which instruction shall become effective immediately upon delivery to Tenant of a written notice thereof. 20.ADDENDA

The provisions of this Paragraph 20 shall supersede and override any other provision of this Lease to the extent the same are inconsistent: (a)Transportation Management. Tenant shall fully comply with all present or future programs intended to manage parking, transportation or traffic in and around the Building, and in connection therewith, Tenant shall take responsible action for the transportation planning and management of all employees located at the Premises by working directly with Landlord, any governmental transportation management organization or any other transportation-related committees or entities. (b)Non-smoking. The building is a non-smoking building. Tenant agrees to use its commercially reasonable efforts to cooperate with Landlord in enforcing non-smoking areas for Tenant's employees outside and away from the Building. AMENDMENT NO. 1 TO OFFICE LEASE THIS AMENDMENT NO. 1 TO OFFICE LEASE ("Amendment") is made and entered into on March, 1997, by and between NL-ORANGE, L.P., A California Limited Partnership ("Landlord"), and DENNIS SHEN, doing business as GLOBAL PAC TECH ("Tenant"). RECITALS A. Landlord and Tenant are parties to that certain Office Lease, dated October 28, 1996 ("hereafter referred to as the "Lease"), pursuant to which Tenant leases from Landlord the premises commonly known as Suite 3400 (hereafter referred to as the "Original Premises"), consisting of approximately 1,732 square feet of Rentable Area on the third floor in the office building located at 770 The City Drive South, Orange, California 92868 (hereafter referred to as the "770 Building"). B. Tenant desires to expand the Original Premises by the addition of approximately 660 square feet of Rentable Area located contiguous to the Original Premises (hereafter referred to as the "Expansion Premises"). For purposes of this Amendment, the term "Premises" shall mean and include the Original Premises and the Expansion Premises. C. The parties hereto desire to amend the Lease to include the Expansion Premises and to extend the term, all upon the terms and subject to the conditions set forth in this Amendment. D. All capitalized terms used in this Agreement which are defined in the Lease shall have the same meaning herein as in the Lease. TERMS AND CONDITIONS NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. Expansion Premises. Landlord and Tenant hereby agree to add the Expansion Premises to the Original Premises and to make it part of the Lease upon the terms and subject to the conditions set forth in this Amendment. The Commencement Date for the addition of the Expansion Premises is July 1, 1997.

2. Rentable Area. From and after July 1, 1997, the Rentable Area of the Premises, subject to any adjustments required by the Lease or Exhibit A-4, shall be 2,392 square feet. 3. Tenant's Proportionate Share of Excess Operating Costs. From and after the July 1, 1997, Tenant's Proportionate Share of Excess Operating Costs for the Premises shall be .6439% (assuming that the Rentable Area of the Premises is as set forth in Section 2 above). 4. Basic Annual Rent: Monthly Installment. From and after July 1, 1997, the Basic Annual Rent for the Expansion Premises shall be $11,404.80, (based on $1.44 per square foot of Rentable Area), the monthly installment of the Basic Annual Rent shall be $950.40, and the per them amount for a partial lease month shall be $31.25.

2. Rentable Area. From and after July 1, 1997, the Rentable Area of the Premises, subject to any adjustments required by the Lease or Exhibit A-4, shall be 2,392 square feet. 3. Tenant's Proportionate Share of Excess Operating Costs. From and after the July 1, 1997, Tenant's Proportionate Share of Excess Operating Costs for the Premises shall be .6439% (assuming that the Rentable Area of the Premises is as set forth in Section 2 above). 4. Basic Annual Rent: Monthly Installment. From and after July 1, 1997, the Basic Annual Rent for the Expansion Premises shall be $11,404.80, (based on $1.44 per square foot of Rentable Area), the monthly installment of the Basic Annual Rent shall be $950.40, and the per them amount for a partial lease month shall be $31.25. 5. Term. The term of the Lease with respect to the Expansion Premises, shall be coterminous with the term with respect to the Original Premises. 6. Security Deposit. The amount of the Security Deposit originally delivered by Tenant to Landlord with respect to its lease of Suite 4200 in the 770 Building was $4,507.08. The security deposit is to be increased to $6,407.88 upon execution of this Amendment and increased to $6,819.68 effective August 1, 1997. 7. Early Occupancy. As soon as the work to the Expansion Premises described in Section 8 is completed, Landlord may make the Expansion Premises available to Tenant for early occupancy; provided, however, that prior thereto Tenant provides Landlord with an amended or updated certificate of insurance evidencing that all required insurance coverages under the Lease are in place with respect to the Expansion Premises. Tenant may occupy the Expansion Premises from the date of early possession through June 30, 1997 on a rentfree basis. 8. Landlord's Obligations Regarding Expansion Premises. Landlord's sole obligation to Tenant is to remove one wall as shown on Exhibit 1 attached hereto and incorporated herein by this reference, and to install, repair or replace the building standard carpet as Landlord determines in its sole and absolute discretion. Except and only to the extent of the work described in this Section 8, Landlord has not made any other commitments or promises to Tenant which would obligate Landlord to pay or reimburse Tenant for any costs associated with the Expansion Premises or the improvement thereof.

2 9. No Other Changes. Except for the terms specifically set forth in this Amendment, there are no other changes or modifications to the Lease and all provisions of the Lease shall be applicable to the Expansion Premises, and the Lease, as amended by this Amendment, shall remain in full force and effect. NOW, THEREFORE, the parties hereto have executed this Amendment on the date first above mentioned. NL-ORANGE, L.P., A CALIFORNIA LIMITED PARTNERSHIP
By: Nippon Landic (U.S.A.), Inc., a Delaware corporation, as General Partner /s/ Dennis Shen ----------DENNIS SHEN, doing business as GLOBAL PAC TECH

By: /s/ Mitsuhiko Hashimoto ------------------Mitsuhiko Hashimoto General Manager

Exhibit 1 <Composite Drawing

2 9. No Other Changes. Except for the terms specifically set forth in this Amendment, there are no other changes or modifications to the Lease and all provisions of the Lease shall be applicable to the Expansion Premises, and the Lease, as amended by this Amendment, shall remain in full force and effect. NOW, THEREFORE, the parties hereto have executed this Amendment on the date first above mentioned. NL-ORANGE, L.P., A CALIFORNIA LIMITED PARTNERSHIP
By: Nippon Landic (U.S.A.), Inc., a Delaware corporation, as General Partner /s/ Dennis Shen ----------DENNIS SHEN, doing business as GLOBAL PAC TECH

By: /s/ Mitsuhiko Hashimoto ------------------Mitsuhiko Hashimoto General Manager

Exhibit 1 <Composite Drawing Floor Three appear here> AMENDMENT NO. 2 TO OFFICE LEASE THIS AMENDMENT NO. 2 TO OFFICE LEASE ("Amendment") is made and entered into as of November 6, 1997, by and between NL-Orange, L.P., a California Limited Partnership, by Nippon Landic (U.S.A.), Inc. a Delaware corporation, as General Partner ("Landlord"), and DENNIS SHEN, doing business as GLOBAL PAC TECH ("Tenant"). RECITALS A. Landlord and Tenant are parties to that certain Office Lease, dated October 28, 1996, as amended by Amendment No. 1 to Office Lease dated May 1, 1997 (collectively the "Lease") with respect to those certain premises described in the Lease and more commonly known as Suite 3400 at 770 The City Drive South, Orange, California ("Premises"). WHEREAS, Tenant desires to lease from Landlord and Landlord desires to lease to Tenant that portion of the roof ("Roof') shown as diagonally lined on the diagram attached as Exhibit "A" ("Antenna Area"). NOW, THEREFORE, in consideration of the mutual promises hereinafter made and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are acknowledged, the parties hereto, intending to be legally bound, do hereby modify, amend and/or supplement the Lease as to the provisions only as hereinafter stated, and only as to the Antenna Area as described in this Amendment and Exhibit "A" attached hereto. 1. Roof Rights. Tenant shall be granted the right to install one (1) antenna in the Antenna Area at Tenant's expense and subject to appropriate governmental approval and Landlord's reasonable approval. Prior to installation of the antenna, Tenant shall submit to Landlord all plans, specifications and drawings. Tenant shall be responsible for the installation, maintenance and operation and liability of the antenna. a) Landlord agrees that during the Term (as defined in Section 3 below), Tenant may install, use and have maintained in the Antenna Area, equipment ("Equipment") as specifically described in documentation delivered by Tenant to Landlord in connection with the initial approval process. All of Tenant's construction and installation work shall be performed at Tenant's sole cost and expense and in good and work-manlike manner. Tenant shall

Exhibit 1 <Composite Drawing Floor Three appear here> AMENDMENT NO. 2 TO OFFICE LEASE THIS AMENDMENT NO. 2 TO OFFICE LEASE ("Amendment") is made and entered into as of November 6, 1997, by and between NL-Orange, L.P., a California Limited Partnership, by Nippon Landic (U.S.A.), Inc. a Delaware corporation, as General Partner ("Landlord"), and DENNIS SHEN, doing business as GLOBAL PAC TECH ("Tenant"). RECITALS A. Landlord and Tenant are parties to that certain Office Lease, dated October 28, 1996, as amended by Amendment No. 1 to Office Lease dated May 1, 1997 (collectively the "Lease") with respect to those certain premises described in the Lease and more commonly known as Suite 3400 at 770 The City Drive South, Orange, California ("Premises"). WHEREAS, Tenant desires to lease from Landlord and Landlord desires to lease to Tenant that portion of the roof ("Roof') shown as diagonally lined on the diagram attached as Exhibit "A" ("Antenna Area"). NOW, THEREFORE, in consideration of the mutual promises hereinafter made and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are acknowledged, the parties hereto, intending to be legally bound, do hereby modify, amend and/or supplement the Lease as to the provisions only as hereinafter stated, and only as to the Antenna Area as described in this Amendment and Exhibit "A" attached hereto. 1. Roof Rights. Tenant shall be granted the right to install one (1) antenna in the Antenna Area at Tenant's expense and subject to appropriate governmental approval and Landlord's reasonable approval. Prior to installation of the antenna, Tenant shall submit to Landlord all plans, specifications and drawings. Tenant shall be responsible for the installation, maintenance and operation and liability of the antenna. a) Landlord agrees that during the Term (as defined in Section 3 below), Tenant may install, use and have maintained in the Antenna Area, equipment ("Equipment") as specifically described in documentation delivered by Tenant to Landlord in connection with the initial approval process. All of Tenant's construction and installation work shall be performed at Tenant's sole cost and expense and in good and work-manlike manner. Tenant shall have and retain whatever title and rights to the Equipment as it has or claims to have, exclusive of space in and structural portions of the buildings, which belong to and shall be retained by Landlord. Landlord will

cooperate with Tenant, at no cost to Landlord, regarding Tenant's access to utilities and the connection of the utilities to the Equipment b) Landlord agrees that Tenant and/or its contractor may run cables ("Cables") between the Antenna Area and Premises, only in locations specifically approved by Landlord in writing, which approval shall not be unreasonably delayed or withheld. c) The Equipment and Cables shall remain the property of Tenant or its contractor during the Term. Tenant shall, at its sole cost and expense within fourteen (14) days, remove or have removed such Equipment and Cables upon the earlier of (1) the expiration or termination of this Agreement, or (ii) the expiration of the Lease. To the extent reasonably possible, Tenant shall restore Landlord's affected facilities to their original condition, including repainting or touch-up, excepting ordinary wear and tear, and/or damage or destruction due to fire or other casualty. d) Tenant shall bear all expense in connection with the installation, use and maintenance of such Equipment and Cables, and shall be solely responsible for all maintenance, repair and damage caused to the Roof or roof membrane as a result of the installation or any access to the antenna. Tenant shall indemnify, defend, protect and

cooperate with Tenant, at no cost to Landlord, regarding Tenant's access to utilities and the connection of the utilities to the Equipment b) Landlord agrees that Tenant and/or its contractor may run cables ("Cables") between the Antenna Area and Premises, only in locations specifically approved by Landlord in writing, which approval shall not be unreasonably delayed or withheld. c) The Equipment and Cables shall remain the property of Tenant or its contractor during the Term. Tenant shall, at its sole cost and expense within fourteen (14) days, remove or have removed such Equipment and Cables upon the earlier of (1) the expiration or termination of this Agreement, or (ii) the expiration of the Lease. To the extent reasonably possible, Tenant shall restore Landlord's affected facilities to their original condition, including repainting or touch-up, excepting ordinary wear and tear, and/or damage or destruction due to fire or other casualty. d) Tenant shall bear all expense in connection with the installation, use and maintenance of such Equipment and Cables, and shall be solely responsible for all maintenance, repair and damage caused to the Roof or roof membrane as a result of the installation or any access to the antenna. Tenant shall indemnify, defend, protect and hold Landlord harmless from and against liability, damages, costs and expenses, including reasonable attorneys' fees incurred or suffered by Landlord directly caused by Tenant's installation, use and maintenance of the Equipment and Cables, including without limitation, injury and death to persons, damage to property and interference with other tenants and licensee's rights who are sharing roof-top facilities at the Project. e) Tenant shall maintain in force and effect during the Term, comprehensive liability insurance protecting Landlord against any liability, damages costs or expenses, in connection with the installation, use and maintenance of the Equipment and Cables, and shall supply to Landlord, upon Landlord's written request, the appropriate certificates of such insurance. f) Tenant and its contractors shall comply with all applicable laws, regulations and building codes in connection with the installation, use and maintenance of the Equipment and Cables. 2. Tests and Construction. Tenant shall have the right at any time following the full execution of this Amendment to enter upon the Project and the Building for the purpose of making necessary engineering surveys, inspections, radio tests and other reasonably necessary tests ("Tests") Tenant's right to conduct tests shall be subject to Paragraph 6 of the Amendment. Tenant shall coordinate with Landlord's building manager and/or Landlord's security personnel for access to the Roof. Tenant shall not access the Roof without Landlord's prior approval, except in the case of a general emergency or disaster.

Tenant shall also coordinate its construction schedule with Landlord to comply with Landlord's Rule and Regulations. 3. Term. The term of the Lease with respect to the Antenna Area shall commence upon full execution of this Amendment and shall be coterminous with the Lease (as extended or renewed) subject to earlier termination as provided in Section 9 below. Tenant shall have no right to use the Antenna Area beyond the expiration or termination of the Lease. 4. Rent. Upon full execution of this Amendment, and on the first day of each month thereafter during the Term, Tenant shall pay to Landlord as rent for the Antenna Area, Two Hundred Fifty and 00/100 Dollars ($250.00) per month ("Rent"). 5. Access and Utilities. Landlord shall permit Tenant and/or its contractors reasonable access to the Antenna Area and other areas so as to facilitate the installation, use and maintenance of the Equipment and Cables, and the removal of the Equipment and Cables, pursuant to the terms of the Lease. Following installation of the Equipment and Cables, Tenant, Tenant's employees, agents and subcontractors shall have access to the Antenna Area twenty-four (24) hours a day, seven (7) days a week, at no charge and shall at all times provide Landlord and/or Landlord's security personnel with proper identification and authorization from

Tenant shall also coordinate its construction schedule with Landlord to comply with Landlord's Rule and Regulations. 3. Term. The term of the Lease with respect to the Antenna Area shall commence upon full execution of this Amendment and shall be coterminous with the Lease (as extended or renewed) subject to earlier termination as provided in Section 9 below. Tenant shall have no right to use the Antenna Area beyond the expiration or termination of the Lease. 4. Rent. Upon full execution of this Amendment, and on the first day of each month thereafter during the Term, Tenant shall pay to Landlord as rent for the Antenna Area, Two Hundred Fifty and 00/100 Dollars ($250.00) per month ("Rent"). 5. Access and Utilities. Landlord shall permit Tenant and/or its contractors reasonable access to the Antenna Area and other areas so as to facilitate the installation, use and maintenance of the Equipment and Cables, and the removal of the Equipment and Cables, pursuant to the terms of the Lease. Following installation of the Equipment and Cables, Tenant, Tenant's employees, agents and subcontractors shall have access to the Antenna Area twenty-four (24) hours a day, seven (7) days a week, at no charge and shall at all times provide Landlord and/or Landlord's security personnel with proper identification and authorization from Tenant. Tenant shall coordinate with Landlord's building manager and/or Landlord's security personnel for access to the Roof. Tenant shall not access the Roof without Landlord's prior notification, except in the case of a general emergency or disaster. Tenant shall pay for the electricity it consumes in its operation of the Equipment and Cables at the rate charged by the servicing utility company. Landlord reserves the right to require Tenant to install a submeter to monitor and verify utility usage. Tenant shall pay all taxes, surcharges and other fees included as part of the electrical bill and which is allocable to Tenant's usage. 6. Interference. Tenant shall operate the Equipment in a manner that will not cause interference to Landlord and other Tenants or licensees of the Property, provided that their installations predate that of this Amendment. In the event the equipment of any future user of the Roof causes interference to Tenant's Equipment, Landlord shall require such user to cease such transmission until such interference can be eliminated. All operations by Tenant shall be in compliance with all Federal Communications Commission ("FCC") requirements. 7. Taxes. If personal property taxes are assessed, Tenant shall pay any portion of such taxes directly attributable to the Equipment and Cables.

8. Waiver of Landlord's Lien. Landlord waives any lien rights it may have concerning the Equipment which are deemed Tenant's personal property and not fixtures, and Tenant has the right to remove the same at any time without Landlord's consent, provided Tenant complies with its obligations under Section Inc) above. 9. Termination. This Amendment may be terminated without further liability on thirty (30) days prior written notice as follows: (i) by either party upon a default of any covenant or term hereof by the other party, which default is not cured within thirty (30) days of receipt of written notice of default, provided that the grace period for any monetary default is ten (10) days from receipt of notice; or (ii) by Tenant if it does not obtain or maintain any license, permit or other approval necessary for the construction and operation of Equipment and Cables. Tenant's obligation to remove the Equipment and to indemnify Landlord shall survive termination. 10. No Other Changes. Except as set forth in this Amendment, there are no other changes or modifications to the Lease, and the Lease as so amended shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above mentioned. NL-ORANGE, L.P., a California limited partnership

8. Waiver of Landlord's Lien. Landlord waives any lien rights it may have concerning the Equipment which are deemed Tenant's personal property and not fixtures, and Tenant has the right to remove the same at any time without Landlord's consent, provided Tenant complies with its obligations under Section Inc) above. 9. Termination. This Amendment may be terminated without further liability on thirty (30) days prior written notice as follows: (i) by either party upon a default of any covenant or term hereof by the other party, which default is not cured within thirty (30) days of receipt of written notice of default, provided that the grace period for any monetary default is ten (10) days from receipt of notice; or (ii) by Tenant if it does not obtain or maintain any license, permit or other approval necessary for the construction and operation of Equipment and Cables. Tenant's obligation to remove the Equipment and to indemnify Landlord shall survive termination. 10. No Other Changes. Except as set forth in this Amendment, there are no other changes or modifications to the Lease, and the Lease as so amended shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above mentioned. NL-ORANGE, L.P., a California limited partnership
By: Nippon Landic (U.S.A.), Inc., a Delaware corporation, as General Partner /s/ Dennis Shen ----------DENNIS SHEN, doing business as GLOBAL PAC TECH

By: /s/ Mitsuhiko Hashimoto ------------------Mitsuhiko Hashimoto General Manager

Exhibit A <Map of Antenna Area appears here> AMENDMENT NO. 3 TO OFFICE LEASE THIS AMENDMENT NO. 3 TO OFFICE LEASE ("Amendment") is made and entered into on November 12, 1998, by and between NL-ORANGE, L.P., A California Limited Partnership ("Landlord"), and DENNIS SHEN, doing business as GLOBAL PAC TECH ("Tenant"). RECITALS A. Landlord and Tenant are parties to that certain Office Lease, dated October 28, 1996 (hereafter referred to as the "Original Lease"), pursuant to which Tenant leased from Landlord the premises commonly known as Suite 3400 (hereafter referred to as the "Original Premises"), consisting of approximately 1,732 square feet of Rentable Area on the third floor in the office building located at 770 The City Drive South, Orange, California 92868 (hereafter referred to as the "770 Building"). The Original Lease was amended by that certain Amendment No. I to Office Lease, dated May 1, 1997 ("Amendment No. 1"), pursuant to which, among other things, the Original Premises were expanded by approximately 660 square feet of Rentable Area by the inclusion of the Expansion Premises. The Original Lease was further amended by that certain Amendment No. 2 to Office Lease, dated November 6, 1997, pursuant to which among, other things, Tenant was granted certain rights to Install an antenna on the rooftop of the 770 Building. The Original Lease, Amendment No. 1 and Amendment No. 2 are hereafter collectively referred to as the "Lease." B. The parties hereto desire to amend the Lease to cancel Amendment No. 1 and to exclude the Expansion Premises, all upon the terms and subject to the conditions set forth in this Amendment.

Exhibit A <Map of Antenna Area appears here> AMENDMENT NO. 3 TO OFFICE LEASE THIS AMENDMENT NO. 3 TO OFFICE LEASE ("Amendment") is made and entered into on November 12, 1998, by and between NL-ORANGE, L.P., A California Limited Partnership ("Landlord"), and DENNIS SHEN, doing business as GLOBAL PAC TECH ("Tenant"). RECITALS A. Landlord and Tenant are parties to that certain Office Lease, dated October 28, 1996 (hereafter referred to as the "Original Lease"), pursuant to which Tenant leased from Landlord the premises commonly known as Suite 3400 (hereafter referred to as the "Original Premises"), consisting of approximately 1,732 square feet of Rentable Area on the third floor in the office building located at 770 The City Drive South, Orange, California 92868 (hereafter referred to as the "770 Building"). The Original Lease was amended by that certain Amendment No. I to Office Lease, dated May 1, 1997 ("Amendment No. 1"), pursuant to which, among other things, the Original Premises were expanded by approximately 660 square feet of Rentable Area by the inclusion of the Expansion Premises. The Original Lease was further amended by that certain Amendment No. 2 to Office Lease, dated November 6, 1997, pursuant to which among, other things, Tenant was granted certain rights to Install an antenna on the rooftop of the 770 Building. The Original Lease, Amendment No. 1 and Amendment No. 2 are hereafter collectively referred to as the "Lease." B. The parties hereto desire to amend the Lease to cancel Amendment No. 1 and to exclude the Expansion Premises, all upon the terms and subject to the conditions set forth in this Amendment. C. All capitalized terms used in this Amendment which are defined in the Lease shall have the same meaning herein as in the Lease. TERMS AND CONDITIONS NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1 . Cancellation of Amendment No. 1. Subject to the terms and conditions set forth in this Amendment, Amendment No. 1 is canceled effective as of December 15, 1998 (the "Effective Date"). As of the Effective Date. and assuming compliance with all of the

terms and conditions set forth in this Amendment, the term Premises, as used in the Lease. shall mean and refer to only the Original Premises. Amendment No. 2 shall remain in full force and effect. 2. Condition of Expansion Premises. On or before the Effective Date, Tenant shall deliver and surrender the Expansion Premises to Landlord broom clean, free of any damage except for reasonable wear and tear not in violation of the Lease. 3. Partial Refund of Security Deposit. Pursuant to the Lease, Tenant has delivered to Landlord the sum of $6,819.68 as a Security Deposit. As a result of the reduction in Rentable Area of the Premises, and the reduction in the monthly installment of the Basic Annual Rent, Tenant is entitled to a partial refund of the Security Deposit upon the terms and conditions set forth in this Section 3. As soon after the Effective Date as Landlord is reasonably able to confirm that Tenant has compiled with the conditions precedent to the Cancellation of Amendment No. 1, the Security Deposit shall be reduced to $4,918.88 and Landlord shall immediately thereafter refund to Tenant the sum of $1,900.80, representing the difference between the amount of the Security Deposit held by Landlord and the revised amount of the Security Deposit as determined in this Section 3.

terms and conditions set forth in this Amendment, the term Premises, as used in the Lease. shall mean and refer to only the Original Premises. Amendment No. 2 shall remain in full force and effect. 2. Condition of Expansion Premises. On or before the Effective Date, Tenant shall deliver and surrender the Expansion Premises to Landlord broom clean, free of any damage except for reasonable wear and tear not in violation of the Lease. 3. Partial Refund of Security Deposit. Pursuant to the Lease, Tenant has delivered to Landlord the sum of $6,819.68 as a Security Deposit. As a result of the reduction in Rentable Area of the Premises, and the reduction in the monthly installment of the Basic Annual Rent, Tenant is entitled to a partial refund of the Security Deposit upon the terms and conditions set forth in this Section 3. As soon after the Effective Date as Landlord is reasonably able to confirm that Tenant has compiled with the conditions precedent to the Cancellation of Amendment No. 1, the Security Deposit shall be reduced to $4,918.88 and Landlord shall immediately thereafter refund to Tenant the sum of $1,900.80, representing the difference between the amount of the Security Deposit held by Landlord and the revised amount of the Security Deposit as determined in this Section 3. 4. Construction of Demising Wall. Landlord, at its sole cost and expense, shall construct a demising wall between Suite 3400 and Suite 3550, as shown on Exhibit A attached hereto and incorporated herein by this reference. The purpose of the demising wall is to separate the Expansion Premises from the Original Premises. 5. Original Lease Terms. As of the Effective Date, and assuming compliance with all of the terms and conditions set forth in this Amendment, the Rentable Area, Tenant's Proportionate Share of Excess Operating Costs for the Premises, the Basic Annual Rent and the monthly installment of the Basic Annual Rent shall be as set forth in the Original Lease, as if Amendment No. I had never been enacted; provided. however, Tenant shall also remain liable to pay the additional Rent specified in Amendment No. 2. 6. Conditions Precedent. In addition to any other terms or conditions set forth in this Amendment, Landlord's obligations hereunder are conditioned upon Tenant's compliance with all terms of the Lease up to and including the Effective Date, and Tenant is and shall remain obligated to pay the Basic Annual Rent and Tenant's Proportionate Share of Excess Operating Costs with respect to the Expansion Premises through the Effective Date. 7. No Other Changes Except for the terms specifically set forth in this Amendment, there are no other changes or modifications to the Lease and all provisions of the Lease, as amended by this Amendment, shall remain in full force and effect.

NOW, THEREFORE, the parties hereto have executed this Amendment on the date first above mentioned. NL-ORANGE, L.P., A CALIFORNIA LIMITED PARTNERSHIP
By: Nippon Landic (U.S.A.), Inc., a Delaware corporation, as General Partner /s/ Dennis Shen ----------DENNIS SHEN, doing business as GLOBAL PAC TECH

By: /s/ Mitsuhiko Hashimoto ------------------Mitsuhiko Hashimoto General Manager

Exhibit A

NOW, THEREFORE, the parties hereto have executed this Amendment on the date first above mentioned. NL-ORANGE, L.P., A CALIFORNIA LIMITED PARTNERSHIP
By: Nippon Landic (U.S.A.), Inc., a Delaware corporation, as General Partner /s/ Dennis Shen ----------DENNIS SHEN, doing business as GLOBAL PAC TECH

By: /s/ Mitsuhiko Hashimoto ------------------Mitsuhiko Hashimoto General Manager

Exhibit A <Composite Drawing appears here> RELOCATION AND LEASE TERMINATION AGREEMENT THIS RELOCATION AND LEASE TERMINATION AGREEMENT("Agreement") is made and entered into as of October 28, 1996, by and between NL-ORANGE, L.P., a California Limited Partnership ("Landlord"), and DENNIS SHEN, doing business as Global Pac Tech ("Tenant"). RECITALS A. Landlord and Tenant are parties to that certain Office Lease, dated July 15, 1996 (hereafter referred to as the "Original Lease"), pursuant to which Tenant leases from Landlord the premises commonly known as Suite 2200 (hereafter referred to as the "Original Premises"), consisting of approximately 1,587 square feet of Rentable Area on the second floor in the office building located at 770 The City Drive South, Orange. California 92868 (hereafter referred to as the "770 Building"). B. Landlord and Tenant have agreed to relocate Tenant from the Original Premise into Suite 3400 (hereafter referred to as the "New Premises"), consisting of approximately 1,732 square feet of Rentable Area on the third floor in the 770 Building and, in connection with the relocation, Landlord and Tenant have mutually agreed to terminate the Original Lease and to enter into a new Office Lease (hereafter referred to as the "New Lease") upon the terms and subject to the conditions set forth in this Agreement. C. All capitalized terms used in this Agreement will have the same meaning as defined in the Original Lease unless the context specifically requires other-wise. TERMS AND CONDITIONS NOW, THEREFORE, for good and sufficient consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. Agreement to Relocate. Tenant hereby agrees to relocate from the Original Premises to the New Premises. The Target Commencement Date for the New Lease is December 1, 1996. Tenant agrees to completely vacate the Original Premises, including removal of all of its furniture, furnishings, equipment and personal property, no later than three (3) days following written notice from Landlord that the New Premises is substantially completed, subject only to minor punch list items.

2. Agreement to Execute New Lease. Concurrently with the execution of this Agreement, and as a material

Exhibit A <Composite Drawing appears here> RELOCATION AND LEASE TERMINATION AGREEMENT THIS RELOCATION AND LEASE TERMINATION AGREEMENT("Agreement") is made and entered into as of October 28, 1996, by and between NL-ORANGE, L.P., a California Limited Partnership ("Landlord"), and DENNIS SHEN, doing business as Global Pac Tech ("Tenant"). RECITALS A. Landlord and Tenant are parties to that certain Office Lease, dated July 15, 1996 (hereafter referred to as the "Original Lease"), pursuant to which Tenant leases from Landlord the premises commonly known as Suite 2200 (hereafter referred to as the "Original Premises"), consisting of approximately 1,587 square feet of Rentable Area on the second floor in the office building located at 770 The City Drive South, Orange. California 92868 (hereafter referred to as the "770 Building"). B. Landlord and Tenant have agreed to relocate Tenant from the Original Premise into Suite 3400 (hereafter referred to as the "New Premises"), consisting of approximately 1,732 square feet of Rentable Area on the third floor in the 770 Building and, in connection with the relocation, Landlord and Tenant have mutually agreed to terminate the Original Lease and to enter into a new Office Lease (hereafter referred to as the "New Lease") upon the terms and subject to the conditions set forth in this Agreement. C. All capitalized terms used in this Agreement will have the same meaning as defined in the Original Lease unless the context specifically requires other-wise. TERMS AND CONDITIONS NOW, THEREFORE, for good and sufficient consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. Agreement to Relocate. Tenant hereby agrees to relocate from the Original Premises to the New Premises. The Target Commencement Date for the New Lease is December 1, 1996. Tenant agrees to completely vacate the Original Premises, including removal of all of its furniture, furnishings, equipment and personal property, no later than three (3) days following written notice from Landlord that the New Premises is substantially completed, subject only to minor punch list items.

2. Agreement to Execute New Lease. Concurrently with the execution of this Agreement, and as a material inducement to each other party to sign this Agreement, Landlord and Tenant shall execute the New Lease with respect to the lease by Landlord to Tenant of the New Premises. The Security Deposit delivered by Tenant to Landlord pursuant to the Original Lease shall be transferred over and held by Landlord as the Security Deposit under the New Lease. 3. Termination of Original Lease. Effective as of the Commencement Date of the New Lease, the Original Lease shall terminate. The Original Lease shall remain in full force and effect up to the termination of the Original Lease, all obligations of Landlord and Tenant thereunder shall remain in full force and effect until such termination 4. Moving and Relocation Costs. Landlord agrees to improve and construct the Tenant Improvements for the New Premises in accordance with the terms of the Work Letter Agreement attached as Exhibit B to the New Lease. Except and only to the extent of Landlord's obligation in the Work Letter Agreement, Landlord has not made any other commitments or promises to Tenant which would obligate Landlord to pay or reimburse Tenant for any costs of Tenant's move from the Original Premises and relocation into the New Premises. 5. Entire Agreement; Amendment. This Agreement, and the documents referred to herein, contain the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any prior or

2. Agreement to Execute New Lease. Concurrently with the execution of this Agreement, and as a material inducement to each other party to sign this Agreement, Landlord and Tenant shall execute the New Lease with respect to the lease by Landlord to Tenant of the New Premises. The Security Deposit delivered by Tenant to Landlord pursuant to the Original Lease shall be transferred over and held by Landlord as the Security Deposit under the New Lease. 3. Termination of Original Lease. Effective as of the Commencement Date of the New Lease, the Original Lease shall terminate. The Original Lease shall remain in full force and effect up to the termination of the Original Lease, all obligations of Landlord and Tenant thereunder shall remain in full force and effect until such termination 4. Moving and Relocation Costs. Landlord agrees to improve and construct the Tenant Improvements for the New Premises in accordance with the terms of the Work Letter Agreement attached as Exhibit B to the New Lease. Except and only to the extent of Landlord's obligation in the Work Letter Agreement, Landlord has not made any other commitments or promises to Tenant which would obligate Landlord to pay or reimburse Tenant for any costs of Tenant's move from the Original Premises and relocation into the New Premises. 5. Entire Agreement; Amendment. This Agreement, and the documents referred to herein, contain the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous written or verbal agreement. This Agreement may only be amended or supplemented by a written document signed by both of the parties hereto. IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date first above mentioned. NL-ORANGE, a California Limited Partnership
By: Nippon Landic (U.S.A.), Inc., General Partner /S/ D. Shen -------DENNIS SHEN, doing business as GLOBAL PAC TECH

By /s/ Mitsuhiko Hashimoto ------------------Mitsuhiko Hashimoto General Manager

BRIDGE TECHNOLOGY, INC. AGREEMENT This agreement supersedes the letter of intent of April 21, 1999 between Bridge Technology, Inc. ("BTGY") and Global Pacific Wireless Internet, a Division of Worldwide Wireless Networks, Inc. ("GP"). 1. BTGY is a diversified research, manufacturing, computer systems enhancement products company interested in developing a wireless internet access communications system for the Asian market through a subsidiary, Pacific Bridge Net ("PBN"). 2. GP is designing, installing and operation wireless internet access communications systems throughout the U.S.A., initially in Orange County, California. 3. The capitalization of PBN initially is to be $250,000 of which GP is to invest $50,000 for 20% and BTGY is to invest $200,000 for 80%. 4. Concurrent with funding PBN is to acquire the know-how, current and developing for a wireless internet ATM ethernet bridge or router with voice and video capability which complies with U.S. patent and FCC regulations for a cash price of $50,000.

BRIDGE TECHNOLOGY, INC. AGREEMENT This agreement supersedes the letter of intent of April 21, 1999 between Bridge Technology, Inc. ("BTGY") and Global Pacific Wireless Internet, a Division of Worldwide Wireless Networks, Inc. ("GP"). 1. BTGY is a diversified research, manufacturing, computer systems enhancement products company interested in developing a wireless internet access communications system for the Asian market through a subsidiary, Pacific Bridge Net ("PBN"). 2. GP is designing, installing and operation wireless internet access communications systems throughout the U.S.A., initially in Orange County, California. 3. The capitalization of PBN initially is to be $250,000 of which GP is to invest $50,000 for 20% and BTGY is to invest $200,000 for 80%. 4. Concurrent with funding PBN is to acquire the know-how, current and developing for a wireless internet ATM ethernet bridge or router with voice and video capability which complies with U.S. patent and FCC regulations for a cash price of $50,000. 5. The know-how acquired by PBN includes specifications and parameters for certain radio equipment and software to be developed, patented, licensed and manufactured by PBN, in conjunction with others. 6. GP will have the exclusive sales rights for the radio equipment for the U.S. market. 7. PBN agrees to have the radio equipment manufactured in Asia, probably China, and to sell the radio equipment for the U.S. market on an exclusive basis to GP at cost plus 10% handling fee. 8. In addition to purchasing the know-how for GP, GP agrees to offer and PBN agrees to use the consulting services of both Jack Tortorice and Dennis Shen to PBN and they are to be reimbursed by PBN for these expenses. May 20, 1999 Bridge Technology, Inc.
/s/ James D'jen - ------------James D'jen President

May 20, 1999

Global Pacific Division of Worldwide Wireless Networks, Inc.
/s/ Jack Tortorice - ---------------Jack Tortorice

12601 Monarch Street, Garden Grove, CA 92841, Tel (714) 891-6508, Fax (714) 890-8590, www.bridgeus.com

<Letterhead of Columbia Financial Group appears here 1301 York Road, Suite 400, Lutherville, MD 21093 Tel: (410) 321-1799 Fax: (410) 321)-1753, 888-301-6271 www.cfgstocks.com> CONSULTANT AGREEMENT Columbia Financial Group is an investor relations, direct marketing, publishing, public relations and advertising firm with expertise in the dissemination of information about publicly traded companies. Also in the business of providing investor relations services, public relations services, publishing, advertising services, fulfillment services, as well as internet related services. Agreement made this 1st day of June, 1999, between Worldwide Wireless Network, Inc.(hereinafter referred to as "Corporation"), and Columbia Financial Group, Inc. (hereinafter referred to as "Consultant"), (collectively referred to as the "Parties"): Recitals: The Corporation desires to engage the services of the Consultant to perform for the Corporation consulting services regarding all phases of the Corporation's "Investor Relations" to include direct investor relations and broker/dealer relations as such may pertain to the operation of the Corporation's business. The Consultant desires to consult with the Board of Directors, the Officers of the Corporation, and certain administrative staff members of the Corporation, and to undertake for the Corporation consultation as to the company's investor relations activities involving corporate relations and relationships with various broker/dealers involved in the regulated securities industry. AGREEMENT 1. The respective duties and obligation of the contracting parties shall be for a period of twelve (12) months commencing on the date first appearing above. This Agreement may be terminated by either parties only in accordance with the terms and conditions set forth in Paragraph 7. Services Provided by Consultant 2. Consultant will provide consulting services in connection with the Corporation's "investor relations" dealings with NASD broker/dealer and the investing public. (At no time shall the Consultant provide services which would require consultant to be registered and licensed with any federal or state regulatory body of self-regulating agency.) During the term of this Agreement, Consultant will provide those services customarily provided by an investor relations firm to a Corporation, including but not limited to the following: <Initials of Jack Tortorice appear here> Columbia Financial Group (1) Aiding a Corporation in developing a marketing plan directed at informing the investing public as to the business of the Corporation; and (2) Providing assistance and expertise in devising an advertising campaign in conjunction with the marketing campaign as set forth in (1) above; and (3) Advise the Corporation and provide assistance in dealing with institutional investors as it pertains to the Company's offerings of its securities; and (4) Aid and assist the Corporation in the Corporation's efforts to secure "market makers" which will trade the Corporation's stock to the public by providing such information as may be required; and (5) Aid and advise the Corporation in establishing a means of securing nationwide interest in the Corporation's securities; and

(6) Aid and assist the Corporation in creating an "institutional site program" to provide ongoing and continuous information to fund managers; and (7) Aid and consult with the Corporation in the preparation and dissemination of press releases and news announcements; and (8) Aid and consult with the Corporation in the preparation and dissemination of all "due diligence" packages requested by and furnished to NASD registered broker/dealers, the investing public, and/or other institutional and/or fund managers requesting such information from the Corporation; and (9) At the Corporation's direction, work with the Corporation's Public Relations firm to jointly support the Corporation's overall public relations program. Compensation 3. In consideration for services provided by Consultant to the Corporation, the Corporation shall pay or cause to be delivered to the Consultant each month prior to the termination of this agreement 1/12 of the warrants set forth in A, B, C below. 400,000 five (5) year warrants with the following exercise price: A. 100,000 warrants at $3.00 per share. B. 100,000 warrants at $4.00 per share. C. 200,000 warrants at $5.00 per share. <Initials of Jack Tortorice appear here> Compliance 4. At the time of Consultants execution of the warrants referred to in #3, Compensation above, common shares underlying the warrants, delivered by Corporation to Consultant will, at that particular time, be incorporated, in the next registration filed by the corporation. The warrants shall have "piggy back" registration rights and will, at the expense of the Corporation, be included in said registration. Representation of Corporation 5. (a). The Corporation, upon entering this Agreement, hereby warrants and guarantees to the Consultant that to the knowledge of the Officers of the Company, all statements, either written or oral, made by the Corporation to the Consultant are true and accurate, and contain no misstatements of a material fact. Consultant acknowledges that estimates of performance made by Corporation are based upon the best information available to Corporation officers at the time of said estimates of performance. The Corporation officers ant the time of said estimates of performance. The Corporation acknowledges the information it delivers to the Consultant will be used by the Consultant in preparing materials regarding the Company's business, including but not necessarily limited to, its financial condition, for dissemination to the public. Therefore, in accordance with Paragraph 6, below, the Corporation shall hold harmless the Consultant from any and all error, omissions, misstatements, except those made in a negligent or intentionally misleading manner in connection with all information furnished by Corporation to Consultant. 6. Consultant shall agree to release information only with written approval of the Company. Worldwide Wireless Inc. 1. Authorized: 50mm 2. Outstanding: 11.4mm shares 3. Free trading (float): 4mm shares (approx.) 4. Shares subject to Rule 144 restrictions: 7.4 mm shares (approx.) <Initials of Jack Tortorice appear here> Limited Liability 6. With regard to the services to be performed by the Consultant pursuant to the terms of this Agreement, the

Consultant shall not be liable to the corporation, or to anyone who may claim any right due to any relationship with the Corporation, or any acts or omissions in the performance of services on the part of the Consultant, or on the part of the agents or employees of the Consultant, except when said acts or omissions of the Consultant are due to its willful misconduct or culpable negligence. Termination 7. This Agreement may be terminated by either party upon the giving of not less than ten (10) days written notice, delivered to the parties at such address or addresses as set forth in Paragraph 8, below. In the event of a termination, Consultant shall be entitled to the pro-rata monthly warrant compensation. <Initials of Jack Tortorice appear here> Notices 8. Notices to be sent pursuant to the terms and conditions of this Agreement, shall be sent as follows:
Timothy J. Rieu Columbia Financial Group 1301 York Road, Ste. 400 Lutherville, Maryland 21093 Jack Tortorice World Wide Wireless Network, Inc. 700 The City Drive, #3400 Orange, CA 92868

Attorneys' Fees 9. In the event any litigation or controversy, including arbitration, arises out of or in connection with this Agreement between parties hereto, the prevailing party in such litigation, arbitration or controversy, shall be entitled to recover from the other parties, all reasonable attorney's fees, expenses and suit costs, including those associated within the appellate or post judgement collection proceedings. Arbitration 10. In connection with any controversy or claim arising out of or relating to this Agreement, the parties hereto agree that such controversy shall be submitted to arbitration, in conformity with the Federal Arbitration Act (Section 9 U.S. Code Section 901 et seq), and shall be conducted in accordance with the Rules of the American Arbitration Association. Any judgment rendered as a result of the arbitration of any dispute herein, shall upon being rendered by the arbitrators be submitted to a Court of competent jurisdiction within the State of Florida or in any state where a party to this action maintains its principal business or is a Corporation incorporated in said state. Governing Law 11. This Agreement shall be construed under and in accordance with the laws of the State of California, and all parties hereby consent to California as the proper jurisdiction for said proceedings provided herein. <Initials of Jack Tortorice appear here> Parties Bound 12. This Agreement shall be binding on and inure to the benefit of the contracting parties and their respective heirs, executors, administrations, legal representatives, successors, and assigns when permitted by this Agreement. Legal Construction 13. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision, and this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained in it.

Prior Agreements Superseded 14. This Agreement constitutes the sole and only Agreement of the contracting parties and supersedes any prior understandings or written or oral agreements between the respective parties hereto. Multiple Copies or Counterparts of Agreement 15. The original and one or more copies of this Agreement may be executed by one or more of the parties hereto. In such event, all of such executed copies shall have the same force and effect as the executed original, and all of such counterparts taken together shall have the effect of a fully executed original. Further this Agreement may be signed by the parties and copies hereof delivered to each party by way of facsimile transmission, and such facsimile copies shall be deemed original copies for all purposes if original copies of the parties' signatures are not delivered. Liability of miscellaneous Expenses 16. The Corporation shall be responsible to any miscellaneous fees and cost that are approved in writing by the Corporation prior to _______ unrelated to the agreement made between the Parties. <Initials of Jack Tortorice appear here> Headings 1. Headings used throughout this Agreement are for reference and convenience, and in no way define, limit or describe the scope or intent of this Agreement or effect its provisions. IN WITNESS WHEREOF, the parties have set their hands and seal as of the date written above.
BY: /s/ Timothy J. Rieu ------------------Timothy J. Rieu President Columbia Financial Group

BY: /s/ Jack Tortorice -----------------World Wide Wireless Network, Inc. 770 The City Drive South, # 3400 Orange, CA 92868

EMPLOYMENT CONTRACT Pacific Link Internet, Inc., a California corporation, doing business as Global Pacific Internet, located at 770 The City Drive South, Suite 3400, Orange, California 992868, hereinafter referred to as Employer, and Dennis Shen, whose address is 9 Red Coast Place, Irvine California 92802. ARTICLE 1. TERM OF EMPLOYMENT Specified Period Section 1.01 Employer hereby employs Employee and Employee hereby accepts employment with Employer for period of Five (5) years, beginning on January 1, 1998 and terminating on December 31, 2003. Automatic Renewal Section 1.02. This agreement shall be renewed automatically for Four (4) additional consecutive terms of One (1) year each, unless either party gives notice to the other at least Ninety (90) days prior to the expiration of any term

EMPLOYMENT CONTRACT Pacific Link Internet, Inc., a California corporation, doing business as Global Pacific Internet, located at 770 The City Drive South, Suite 3400, Orange, California 992868, hereinafter referred to as Employer, and Dennis Shen, whose address is 9 Red Coast Place, Irvine California 92802. ARTICLE 1. TERM OF EMPLOYMENT Specified Period Section 1.01 Employer hereby employs Employee and Employee hereby accepts employment with Employer for period of Five (5) years, beginning on January 1, 1998 and terminating on December 31, 2003. Automatic Renewal Section 1.02. This agreement shall be renewed automatically for Four (4) additional consecutive terms of One (1) year each, unless either party gives notice to the other at least Ninety (90) days prior to the expiration of any term of its intention not to renew. Employment Term Defined Section 1.03. As used herein, the phrase employment term refers to the entire period of employment of Employee by Employer hereunder, whether for the periods provided above, or whether terminated earlier as hereinafter provided or extended by mutual agreement between Employer and Employee. ARTICLE 2. DUTIES AND OBLIGATIONS OF EMPLOYEE General Duties Section 2.01. Employee shall serve as the President of Employer. In his capacity as Vice President, Employee shall do and perform all services, acts, or things necessary or advisable to manage and conduct the business of Employer, subject at all times to the policies set by Employer's Board of Directors, and to the consent of the Board when required by the terms of this agreement. Matters Requiring Consent of Board of Directors Section 2.02. Employee shall not, without specific approval of Employer's Board of Directors, do or contract to do any of the following: (1) Borrow on behalf of Employer; (2) Continue to service any customer of Employer which has an outstanding indebtedness to Employer in excess of $5,000.00; Devotion to Employer's Business Section 2.03. Unless agreed to in writing by Employer, (a) Employee shall devote his entire productive time, ability, and attention to the business of Employer during the term of this contract. (b) Employee shall not engage in any other business duties or pursuits whatsoever, or directly or indirectly render any services of a business, commercial or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of Employer's Board of Directors. (c) This agreement shall not be interpreted to prohibit Employee from making passive personal investments or conducting private business affairs if those activities do not materially interfere with the services required under this agreement. However, Employee shall not directly or indirectly acquire, hold or retain any interest in excess of Five (5%) per cent in any business directly competing with the business of Employer. Uniqueness of Employee's Services Section 2.04. Employee hereby represents and agrees that the services to be performed under the terms of this agreement are of a special, unique, unusual, extraordinary, and intellectual character that gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law. Employee therefore expressively agrees that Employer, in addition to any other rights or remedies that Employer

may possess, shall be entitled to injunctive and other equitable relief to prevent or remedy a breach of this agreement by Employee. Indemnification for Negligence or Misconduct. Section 2.05. Employee and Employer shall mutually indemnify and hold each other harmless from all liability for loss, damage, or injury to persons or property resulting from any breach of this agreement by the other. Trade Secrets Section 2.06. (a) The parties acknowledge and agree that during the term of this agreement and in the course of the discharge of his duties hereunder, Employee shall have access to and become acquainted with information concerning the operation and processes of Employer, including without limitation, financial, personnel, sales, scientific, and other information that is owned by or proprietary to Employer and regularly used in the operation of Employer's business, and that such information constitutes Employ trade secrets. (b) Employee specifically agrees that he shall not misuses, misappropriate, or disclose any such trade secrets, directly or indirectly, to any other person or use them in any way, either during the term of the agreement or at any other time thereafter, except as is required in the course of his employment hereunder. (c) Employee acknowledges and agrees that the sale or unauthorized use or disclose of any Employer's trade secrets obtained by Employee during the course of his employment under this agreement, including information concerning Employer's current or any future and proposed work, services, or products are planned, under consideration, or in production, as well as any descriptions thereof (Proprietary Information), constitute unfair competition utilizing Employer's Proprietary Information, during the term of this agreement or after termination hereof for a period of One (1) year after such termination. (d) Employee further agrees that all files, records, documents, drawings, specifications, equipment, and similar items relating to Employer's business, whether prepared by Employee or others, are and shall remain exclusively the property of Employer and that they shall be removed from the premises or Employer only with the express prior written consent of Employer's Board of Directors. ARTICLE 3. OBLIGATIONS OF EMPLOYER Section 3.01 Employer shall provide Employee with office facilities, parking privileges, office equipment, supplies and other facilities and services, suitable to Employee's position and adequate for the performance of his duties. Indemnification of Losses of Employees Section 3.01 Employer shall indemnify Employee for all losses sustained by Employee in direct consequence of the discharge of his duties on Employers behalf. ARTICLE 4. COMPENSATION OF EMPLOYEE Annual Salary Section 4.01 (a) As compensation for the services to be performed hereunder, Employee shall receive a guaranteed salary at the rate of Fifty Thousand ($50,000.00) dollars per annum, payable in equal monthly installments of Four Thousand One Hundred Sixty Seven ($4,167.00) dollars during the employment term. Said salary shall be reviewed and renegotiated every three (3) months with the Directors of Employer. In the event Employer's financial condition is such that it does not have the funds necessary to pay Employee his monthly installments for a period of two (2) consecutive months, Employer may, by action of its board of directors, reduce Employee's salary by 50%, until such time as Employer's financial condition improves. Employer shall, at the request of Employer on a "best efforts" basis. Tax Withholding Section 4.02. Employer shall have the right to deduct or withhold from the compensation due to Employee hereunder any and all sums required for federal income and Social Security taxes and all state or local taxes no applicable or that may be enacted and become applicable in the future. ARTICLE 5. EMPLOYEE INCENTIVES

Obligation to Sell and Right of Repurchase of Stock in Employer Section 5.01. Employee is currently owner of Three Thousand Five Hundred Share (3,500) of Common Stock of Employer. Employee agrees that the ownership of the Common Stock is not conditioned upon Employee's continued employment by Employer. In the event Employee's employment shall terminate, Employee shall within Thirty (30) days after any such termination, sell transfer and convey all his rights title and interest in any such owned Common Stock to Employer. Employer shall pay Employee, as consideration for such stock, an amount equal to the sum of the following: (i) $25.00 per share, and (ii) the pro rata share of the Employer's profit to data, if any, as calculated per it's federal corporation tax return (form 1120S), from the commencement data of employment through such termination, minus any therefore distributions of profit made by Employer to Employee. ARTICLE 6. EMPLOYEE BENEFITS Annual Vacation Section 6.01. Employee shall be entitled to three (3) weeks vacation each year, and those business days which fall between Christmas and New Year's day, without loss of compensation. Employee may be absent from his employment for vacation only at such times as Employer's Board of Directors shall determine from time to time. In the event that Employee is unable for any reason to take the total amount of vacation days authorized herein during and year, she shall be entitled to use such untaken vacations days in the next year of employment. ARTICLE 7 BUSINESS EXPENSES Use of Credit Card Section 7.02. (a) Employer shall promptly reimburse Employee for all other reasonable business expenses incurred by Employee in connection with the business of Employer. (b) Each such expenditure shall be reimbursable only if it is of a nature qualifying it as a roper deduction on the federal and state income tax return of Employer. (c) Each such expenditure shall be reimbursable only if Employee furnishes to Employer adequate records and other documentary evidence required by federal and state statutes and regulations issued by the appropriate taxing authorities for the substantiation of each such expenditure as an income tax deduction. Notwithstanding the forgoing, Employee shall not incur expenses in excess of Five Hundred ($500.00) dollars, excluding expenses incurred in connection with travel outside of the metropolitan Los Angeles area, without obtaining the prior consent of Employer, which consent shall not be unreasonably withheld or delayed. Repayment of Disallowed Expenses Section 7.03. In the event that any expenses paid for Employee or any reimbursement of expenses paid to Employee shall, on audit or other examination of Employer's income tax returns, be determined not to be allowed deductions from Employer's gross income because of Employee's misrepresentation or characterization of such expenses, and in further event that this determination shall be acceded to by the Employer or made final by the appropriate federal or state taxing authority or a final judgment of a court of competent jurisdiction, and no appeal is taken from the judgment or the applicable period for filing notice of appeal has expired, Employee shall repay to Employer the full amount of the disallowed expenses. ARTICLE 8. TERMINATION OF EMPLOYMENT Termination for Cause Section 8.01. (a) Employer reserves the right to terminate this agreement if Employee willfully breaches or habitually neglects the duties which he is required to perform under the terms of this agreement; or commits such acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the effective performance of his duties. (b) Employer may at its option terminate this agreement for the reasons stated in this section by giving written notice of termination to Employee without prejudice to any other remedy to which employer maybe entitled either at law, in equity, or under this agreement. Not withstanding the foregoing, as a condition precedent to such termination, Employer shall have provided Employee with written notice of his breach, setting forth in detail the cause thereof, and providing Employee with an opportunity to respond to such claim. (c) The notice of termination required by this section shall specify the ground for the termination and shall be

supported by a statement of relevant facts. (d) Termination under this section shall be considered "for cause" for the purposes of this agreement. Termination by Employee Section 8.02 Employee may terminate his obligations under this agreement by giving Employer at least Thirty (30) days notice in advance. In the event Employee shall terminate his obligations hereunder, Employee shall not be entitled to any payment of unpaid annual salary from Employer. ARTICLE 9. GENERAL PROVISIONS Notices Section 9.01 Any notices to be given hereunder by either party to the other shall be in writing and may be transmitted by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in the introductory paragraph of this agreement, but each party may change that address by written notice in accordance with this section. Notices deliver personally shall be deemed communicated as of the date of actual receipt; mailed notice shall be deemed, communicated as of the date of mailing. Arbitration Section 9.02 (a) Any controversy between Employer and Employee involving the construction or application of any of the terms, provision, or conditions of this agreement shall on the written request of either party served on the other be submitted to arbitration. Arbitration shall comply with and be governed by the provisions of the California Arbitration Act. (b) Employer and Employee shall each appoint one person to hear and determine the dispute. If the two persons so appointed are unable to agree, then those persons shall select a third impartial arbitrator whose decision shall bed final and conclusive upon both parties. (c) The cost of arbitration shall be borne by the losing party or in such proportions the arbitrators decide. Attorney's Fees and Costs Section 9.03. If any action at law or in equity is necessary to enforce or interpret the terms of this agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs, and necessary disbursement in addition to any other relief to which that party may be entitled, This provision shall be construed as applicable to entire agreement. Consents Section 9.04. Employer agrees that all consents required of it hereunder shall neither be unreasonably withheld nor delayed. Entire Agreement Section 9.05. This agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the employment of Employee by Employer and contains all of the covenants and agreements between the parties with respect to that employment in any manner whatsoever. Each party to this agreement acknowledges that no representation, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodies herein, and that no other agreement, statement, or promise not contained in this agreement shall be valid or binding on either party. Modifications Section 9.06. Any modification of this agreement will be effective only if it is writing and signed by the party to be charged.

Effective of Waiver Section 9.07. The failure of either party to insist on strict compliance with any of the terms, covenants, or conditions of this agreement by the other party shall not be deemed a waiver of that term, covenant, or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times. Partial Invalidity Section 9.08. If any provision in this agreement is held by a court of competent jurisdiction to be valid, void, or unenforceable, the remaining provision shall nevertheless continue in full force without being impaired or invalidated in any way. Facsimile Signatures Section 9.09 Any signed copy of this agreement or of any other document or agreement referred to herein, or copy or counterpart thereof, delivered by facsimile transmission, shall for all purposes be treated as if it were delivered containing an original manual signature of the party whose signatures appears in the facsimile, and shall be binding upon such party in the same manner as though an originally signed copy had been delivered. Law Governing Agreement Section 9.10. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Executed on __________, 1997, at Orange, California. Employer: Pacific Link Internet, Inc., a California corporation
by: /s/ Jack Tortorice -------------Jack Tortorice its: CEO

Employee:
/s/ Dennis Shen - ------------Dennis Shen

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 to Employment Agreement is dated as of the 1st day of January 1999, by and between Dennis Shen (Employee) and Pacific Link Internet, Inc., a California corporation doing business as Global Pacific Internet (Employer). The parties hereby agree to amend that certain Employment Agreement dated as of _______, 1997 (the "Employment Agreement"), as set forth below: Section 4.01 (a) of the Agreement is hereby amended to provided for a guaranteed salary of $70,000 per year. Article 6 is hereby amended by adding the following Section 6.02. "Car Allowance Section 6.02 Employee shall be entitled to a car allowance of $500 per month during the term of this Agreement. In this regard Employee shall be responsible for the payment of all expenses relating to the use of such car."

Excepted as expressly provided herein, this Agreement shall not alter, amend, or otherwise modify the terms and provisions of the Employment Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date fires above written.
Employee Employer

/s/ Dennis Shen - ------------Dennis Shen

By: /s/ Jack Tortorice -------------Name: Jack Tortorice Its: CEO

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 to Employment Agreement is dated as of the 1st day of January 1999, by and between Jack Tortorice (Employee) and Pacific Link Internet, Inc., a California corporation doing business as Global Pacific Internet (Employer). The parties hereby agree to amend that certain Employment Agreement dated as of _______, 1997 (the "Employment Agreement"), as set forth below: 1. Section 4.01 (a) of the Agreement is hereby amended to provided for a guaranteed salary of $98,000 per year. 2. Article 6 is hereby amended by adding the following Section 6.02. "Car Allowance Section 6.02 Employee shall be entitled to a car allowance of $500 per month during the term of this Agreement. In this regard Employee shall be responsible for the payment of all expenses relating to the use of such car." 3. Excepted as expressly provided herein, this Agreement shall not alter, amend, or otherwise modify the terms and provisions of the Employment Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date fires above written.
Employee Employer

/s/ Jack Tortorice - ---------------Jack Tortorice

By: /s/ Dennis Shen ----------Name: Dennis Shen Its: President

<FEDERAL COMMUNICATIONS COMMISSION STAMP APPEARS HERE> FEDERAL COMMUNICATIONS COMMISSION PRIVATE OPERATIONAL FIXED MICROWAVE RADIO STATION LICENSE LICENSEE GLOBAL PACIFIC INTERNET 770 THE CITY DRIVE SOUTH, STE 3400 ORANGE, CA 92868

<FEDERAL COMMUNICATIONS COMMISSION STAMP APPEARS HERE> FEDERAL COMMUNICATIONS COMMISSION PRIVATE OPERATIONAL FIXED MICROWAVE RADIO STATION LICENSE LICENSEE GLOBAL PACIFIC INTERNET 770 THE CITY DRIVE SOUTH, STE 3400 ORANGE, CA 92868 ASSOCIATED BROADCAST STATION FILE NUMBER 748654 CALL SIGN WPOT648 RADIO SERVICE MW INDUSTRIAL/BUSINESS STATION CLASS FIXED EFFECTIVE DATE 07/07/1999 CONSTRUCTION DATE 01/07/2001 EXPIRATION DATE
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<FEDERAL COMMUNICATIONS COMMISSION STAMP APPEARS HERE> FEDERAL COMMUNICATIONS COMMISSION PRIVATE OPERATIONAL FIXED MICROWAVE RADIO STATION LICENSE LICENSEE GLOBAL PACIFIC INTERNET 770 THE CITY DRIVE SOUTH, STE 3400 ORANGE, CA 92868 ASSOCIATED BROADCAST STATION FILE NUMBER 748655 CALL SIGN WPOT649 RADIO SERVICE MW INDUSTRIAL/BUSINESS STATION CLASS FIXED EFFECTIVE DATE 07/07/1999 CONSTRUCTION DATE 01/07/2001 EXPIRATION DATE 07/07/2009 SPECIAL CONDITIONS OF GRANT: NONE SITES TRANSMITTER STREET ADDRESS COUNTY CITY ST ONE PARK PLAZA CIR ORANGE IRVINE CA
SITE NO. 001 002 LATITUDE 33-40-46.7 N 33-41-31.1 N LONGITUDE 117-50-17.2 W 117-49-21.4 W DATUM N27 N27 ELEVATION (FT) 75 Receiver Site

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<FEDERAL COMMUNICATIONS COMMISSION STAMP APPEARS HERE> FEDERAL COMMUNICATIONS COMMISSION PRIVATE OPERATIONAL FIXED MICROWAVE RADIO STATION LICENSE LICENSEE GLOBAL PACIFIC INTERNET 770 THE CITY DRIVE SOUTH, STE 3400 ORANGE, CA 92868 ASSOCIATED BROADCAST STATION FILE NUMBER 748655 CALL SIGN WPOT649 RADIO SERVICE MW INDUSTRIAL/BUSINESS STATION CLASS FIXED EFFECTIVE DATE 07/07/1999 CONSTRUCTION DATE 01/07/2001 EXPIRATION DATE 07/07/2009 SPECIAL CONDITIONS OF GRANT: NONE SITES TRANSMITTER STREET ADDRESS COUNTY CITY ST ONE PARK PLAZA CIR ORANGE IRVINE CA
SITE NO. 001 002 LATITUDE 33-40-46.7 N 33-41-31.1 N LONGITUDE 117-50-17.2 W 117-49-21.4 W DATUM N27 N27 ELEVATION (FT) 75 Receiver Site

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1

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PURCHASE AGREEMENT THIS AGREEMENT is made as of Oct. 27, 1999 (the "Effective Date") by and between ADAPTIVE BROADBAND CORPORATION ("Adaptive Broadband"), a Delaware corporation with a principal office at 1143 Borregas Avenue, Sunnyvale, CA 94089, and GLOBAL PACIFIC INTERNET __________ ("Buyer"), a California corporation with a principal office at 770 The City Drive South, Suite 3400, Orange, CA 92868. Recital: Adaptive Broadband is a developer, manufacturer and supplier of wireless telecommunications equipment. Buyer desires to provide wireless communications network services in Los Angeles and Orange Counties for independent internet service providers and to otherwise re-sell the Products (defined below) to those and other buyers within and for end-use in the United States. Adaptive Broadband and Buyer each desire for Adaptive Broadband to sell and Buyer to purchase such products for use in connection with those services and for re-sale to those buyers, all on the terms and conditions set forth in this Agreement. Provisions: NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants contained in this Agreement, the parties agree as follows: 1. SCOPE OF AGREEMENT. a. Equipment. Buyer agrees to buy and Adaptive Broadband agrees to sell to Buyer the products described in and in accordance with Exhibit A attached to this Agreement ("Products") and the services described in Exhibit B attached to this Agreement ("Services") under the terms and conditions of this Agreement; provided, however, that after the first shipment of Products under this Agreement, Buyer's obligation to purchase additional Products is subject to the following: i. Buyer will install and perform tests on that first shipment of Products within 45 days after delivery to determine if they perform in accordance with Adaptive Broadband's published, specifications in all material respects. By that 45th day, Buyer will send written notice to Adaptive Broadband indicating whether those first Products performed in accordance with Adaptive Broadband's published specifications in all material respects and, if not, provide detailed information concerning the tests performed and results achieved. ii. If Buyer's notice indicates proper performance was achieved as described above or Buyer fails to give any notice within those 45 days, then its purchase, obligations vest on the sooner of the date of the notice or that 45th day. iii. If Buyer's notice indicates that proper performance was not achieved as described above, then Buyer will grant Adaptive Broadband access to its related facilities, equipment, personnel and test procedures and records and allow Adaptive Broadband the opportunity to repair, replace, or otherwise test those Products, with all expenses for Adaptive Broadband time, travel, and related repairs, replacements and tests being borne by Adaptive Broadband. If Buyer reasonably determines within 10 days following the initial 45 day period that those first Products still do not perform in accordance with Adaptive Broadband's published specifications in all material respects, then Buyer's purchase obligations beyond that first shipment are waived, null and void. However, if Buyer does not so reasonably determine Product non- performance within those additional 10 days, then its purchase obligations vest on that 45th day. iv. The date on which Buyer's purchase obligations vest as set forth above (if at all) is referred to as the "Satisfaction Date". <INITIALS OF JACK TORTORICE APPEAR HERE>

PURCHASE AGREEMENT THIS AGREEMENT is made as of Oct. 27, 1999 (the "Effective Date") by and between ADAPTIVE BROADBAND CORPORATION ("Adaptive Broadband"), a Delaware corporation with a principal office at 1143 Borregas Avenue, Sunnyvale, CA 94089, and GLOBAL PACIFIC INTERNET __________ ("Buyer"), a California corporation with a principal office at 770 The City Drive South, Suite 3400, Orange, CA 92868. Recital: Adaptive Broadband is a developer, manufacturer and supplier of wireless telecommunications equipment. Buyer desires to provide wireless communications network services in Los Angeles and Orange Counties for independent internet service providers and to otherwise re-sell the Products (defined below) to those and other buyers within and for end-use in the United States. Adaptive Broadband and Buyer each desire for Adaptive Broadband to sell and Buyer to purchase such products for use in connection with those services and for re-sale to those buyers, all on the terms and conditions set forth in this Agreement. Provisions: NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants contained in this Agreement, the parties agree as follows: 1. SCOPE OF AGREEMENT. a. Equipment. Buyer agrees to buy and Adaptive Broadband agrees to sell to Buyer the products described in and in accordance with Exhibit A attached to this Agreement ("Products") and the services described in Exhibit B attached to this Agreement ("Services") under the terms and conditions of this Agreement; provided, however, that after the first shipment of Products under this Agreement, Buyer's obligation to purchase additional Products is subject to the following: i. Buyer will install and perform tests on that first shipment of Products within 45 days after delivery to determine if they perform in accordance with Adaptive Broadband's published, specifications in all material respects. By that 45th day, Buyer will send written notice to Adaptive Broadband indicating whether those first Products performed in accordance with Adaptive Broadband's published specifications in all material respects and, if not, provide detailed information concerning the tests performed and results achieved. ii. If Buyer's notice indicates proper performance was achieved as described above or Buyer fails to give any notice within those 45 days, then its purchase, obligations vest on the sooner of the date of the notice or that 45th day. iii. If Buyer's notice indicates that proper performance was not achieved as described above, then Buyer will grant Adaptive Broadband access to its related facilities, equipment, personnel and test procedures and records and allow Adaptive Broadband the opportunity to repair, replace, or otherwise test those Products, with all expenses for Adaptive Broadband time, travel, and related repairs, replacements and tests being borne by Adaptive Broadband. If Buyer reasonably determines within 10 days following the initial 45 day period that those first Products still do not perform in accordance with Adaptive Broadband's published specifications in all material respects, then Buyer's purchase obligations beyond that first shipment are waived, null and void. However, if Buyer does not so reasonably determine Product non- performance within those additional 10 days, then its purchase obligations vest on that 45th day. iv. The date on which Buyer's purchase obligations vest as set forth above (if at all) is referred to as the "Satisfaction Date". <INITIALS OF JACK TORTORICE APPEAR HERE>

v. Buyer and Adaptive Broadband will use commercially reasonable efforts to avoid any delays in the initial installation and testing of that first shipment of Products.

v. Buyer and Adaptive Broadband will use commercially reasonable efforts to avoid any delays in the initial installation and testing of that first shipment of Products. b. Purchase Orders. Buyer may issue purchase orders for any Products or Services ("Purchase Orders") to Adaptive Broadband via mail or facsimile, in form and content acceptable to Adaptive Broadband. The terms and conditions of this Agreement will govern the relationship between the parties and each Purchase Order. Therefore, each Purchase Order will automatically be deemed to include all the terms and provisions of this Agreement, and any contractual terms and conditions contained in a Purchase Order or its reverse side will not apply and will be null and void, except to the extent that Adaptive Broadband expressly accepts such other or additional terms and conditions in writing with specific reference to the conflict or addition. c. Shipping Fairness. In the event that Adaptive Broadband runs into Product shortages or other circumstances where Product demand exceeds Adaptive Broadband's Product supply, it will keep Buyer informed and treat Buyer equitably with respect to the timing of shipments under Buyer purchase orders and Adaptive Broadband will negotiate with Buyer in good faith in connection with the satisfaction of those Adaptive Broadband obligations. 2.PRICING AND PAYMENT. a. Pricing. All prices are FOB Adaptive Broadband's relevant facility or its supplier's dock, as may be specified by Adaptive Broadband, and are valid for the term of this Agreement. The prices for Products and Services are set forth in Exhibit A and Exhibit B, respectively. Adaptive Broadband warrants that the prices charged to Buyer now and in the future are not, on a per-unit basis and concurrent time basis, less favorable than those currently and in the future extended to other customers for the same or similar purchases in similar quantities and on the same or similar terms. b. Payment. All payments by Buyer will be made to Adaptive Broadband pursuant to the payment terms and conditions set forth in Adaptive Broadband's Standard Terms and Conditions of Sale, attached to this Agreement as Exhibit C. 3. FORECASTING. Each month, Buyer will provide Adaptive Broadband with (a) a rolling six month forecast of specific Product unit requirements for each of those six months, and (b) firm Purchase Orders covering its specific Product unit requirements for a rolling 120 days before desire shipment. In the event that Adaptive Broadband's scheduled shipment of certain Products ("Delayed Products") is delayed for any reason other than Buyer's breach of this Agreement, then Buyer may at its option suspend the shipment of other Products under previously accepted purchase orders which were otherwise scheduled for shipment after the Delayed Products, with that suspension being for a period up to the duration of the delay of Delayed Products. 4. GENERAL TERMS AND CONDITIONS. Adaptive Broadband's Standard Terms and Conditions of Sale is attached to this Agreement as Exhibit C and is hereby incorporated by reference into this Agreement and made a part hereof. 5. TRAINING. Training is offered by Adaptive Broadband to Buyer as and to the extent set forth in Exhibit D. 6. REPRESENTATIONS, WARRANTIES, AND COVENANTS. a. By Adaptive Broadband. Adaptive Broadband represents and warrants to Buyer and covenants that: (i) Adaptive Broadband has all corporate power and authority to enter into this Agreement and consummate the transactions contemplated hereby. (ii) Adaptive Broadband shall not utilize, in any manner whatsoever the corporate names or any trademark or trade name or copyright rights belonging to Buyer in connection with any equipment or service without the prior written

approval of Buyer. This requirement of consent will survive the expiration or early termination of this Agreement. Adaptive Broadband will not contest the validity of any of Buyer's or other Product manufacturer's patents, trademarks, trade names or copyrights used in connection with Products. (iii) All governmental approvals, permits, and authorizations from all applicable parties which are necessary for the performance by Adaptive Broadband of its obligations under this Agreement, and in furtherance of its purposes set forth in the recitals above, will be timely obtained and maintained by Adaptive Broadband at its own expense. (iv) Adaptive Broadband is free to make this Agreement and the making hereof and/or performance hereunder by it or any of its officers, directors, employees, contractors, consultants, and agents will not violate the legal and/or equitable rights or interests of any third party. b. By Buyer. Buyer represents and warrants to Adaptive Broadband and covenants that: (i) Buyer has all corporate power and authority to enter into this Agreement and consummate the transactions contemplated hereby. (ii) Buyer shall not utilize, in any manner whatsoever the corporate names or any trademark or trade name or copyright rights belonging to Adaptive Broadband or other Product manufacturers in connection with any equipment or service without the prior written approval of Adaptive Broadband or the relevant manufacturer. This requirement of consent will survive the expiration or early termination of this Agreement. Buyer will not contest the validity of any of Adaptive Broadband's or other Product manufacturer's patents, trademarks, trade names or copyrights used in connection with Products. (iii) All governmental approvals, permits, and authorizations from all applicable parties which are necessary for the performance by Buyer of its obligations under this Agreement, and in furtherance of its purposes set forth in the recitals above, will be timely obtained and maintained by Buyer at its own expense. (iv) Buyer is free to make this Agreement and the making hereof and/or performance hereunder by it or any of its officers, directors, employees, contractors, consultants, and agents will not violate the legal and/or equitable rights or interests of any third party. c. Notwithstanding the foregoing, either party may make any public disclosure it believes in good faith is required by applicable law or any listing or trading agreement concerning its publicly-traded securities. 7.TERM AND TERMINATION. a. Term. This Agreement will be effective as of the Effective Date and will continue for the period ending the earlier of 48 months thereafter or 36 months after the Satisfaction Date (as defined in Exhibit A), subject to earlier termination in accordance with this Agreement. b. Termination. Adaptive Broadband and Buyer each may by written notice to the other terminate this Agreement: I. If a receiver is appointed for the other party or its property; ii. If the other party becomes insolvent or unable to pay its debts as they mature in the ordinary course of business or makes an assignment for the benefit of its creditors; iii. If any proceedings are commenced by or for the other party under bankruptcy, insolvency, or debtor's relief law, and those proceedings will not be vacated or set aside or stayed within sixty (60) days from the date of the commencement thereof; iv. If the other party is sequestered by any government authority; v. If Buyer is liquidated, dissolved, or sells all or substantially all of its assets; vi.If Adaptive Broadband is not satisfied with the sales or promotional performance of Buyer. vii.If Buyer is not satisfied with the performance of Adaptive Broadband under this Agreement. c. Upon Expiration or Termination. Upon expiration or early termination of this Agreement for any reason, and notwithstanding that expiration or termination: I. All provisions of this Agreement will survive with respect to each Purchase Order accepted by Adaptive Broadband prior to the effective date of the expiration or termination until each party's obligations with respect to

that Purchase Order is either satisfied or waived;

ii. Termination of this Agreement shall be without prejudice to the rights and remedies of the party which may have accrued to either party as at the date of expiration or termination. iii. Notwithstanding the expiration or early termination of this Agreement, Sections 7 and 8 and the provisions of Exhibit C ("Terms and Conditions") as they apply to any outstanding Purchase Orders shall remain in full force and effect and Adaptive Broadband shall still make available in accordance with the terms hereof Services to which Buyer is otherwise entitled in respect of Products supplied to Buyer prior to the date of termination. iv. Notwithstanding the expiration or early termination of this Agreement, the 5% additional payment provisions of Exhibit A and the prerequisites of those payment provisions will survive until Buyer's obligations under those provisions, if any exist immediately before that expiration or termination, are satisfied. v. Notwithstanding the expiration or early termination of this Agreement, the "Confidentiality" provision of Exhibit C will survive for a period of 5 years thereafter. vi.Buyer will within 30 days after expiration or termination return to Adaptive Broadband in (at Buyer's sole cost and expense) (or at Adaptive Broadband's request eradicate or destroy): all literature, manuals and materials supplied to it by Adaptive Broadband and which are in Buyer's possession but which are not needed by Buyer in connection with installed Product; all equipment provided to it by Adaptive Broadband and which Buyer did not purchase, in the condition in which it was sent by Adaptive Broadband; all tangible and intangible embodiments of Adaptive Broadband intellectual property, including software; and any other items which Adaptive Broadband may reasonably request. 8. MISCELLANEOUS a. Sole Agreement: Amendment: Waivers. This Agreement (together with its Exhibits and their attachments which are hereby incorporated into this Agreement by reference and made a part hereof) contains the entire understanding between Adaptive Broadband and Buyer with respect to its subject matter and supersedes all prior discussions, agreements and understandings between them with respect to that subject matter. All amendments hereto and all agreements between the parties supplemental to this Agreement must be in writing and signed by the parties hereto. The waiver by either party of a breach or violation of any provision of this Agreement must be in writing and will not operate or be construed as a waiver of any subsequent breach or violation. b. Independent Contractor. Each party acknowledges and agrees that this Agreement establishes an independent contractor relationship and each disclaims the existence of any employer/employee relationship or partnership or joint venture relationship between them. Neither party has authority to act for, represent, or bind the other and neither will take or fail to take any action inconsistent with this paragraph. c. Liability and Indemnification. The extent of Adaptive Broadband's liabilities to Buyer are solely and exclusively set forth in Exhibit C. Neither Adaptive Broadband nor Buyer will be liable under this Agreement for any consequential damage including loss of clientele, loss of business, loss of data, or loss of profits. Buyer will not be entitled to an indemnity for goodwill or other compensation upon termination of this Agreement at any time for any reason. d. Assignment. Neither party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, each party may assign this Agreement upon notice to, but without consent of the other party, to an affiliate or successor in interest in the event of a merger, consolidation, or sale of all or substantially all of the Assignor's business, assets, or capital stock, or all or substantially all of the business or assets of the Product line; provided, however, that the assignee shall expressly assume the assignor's obligations under this Agreement, be subject to all of the terms and conditions of this Agreement, and have the financial and business strength to satisfy the assignor's obligations under this Agreement.

ii. Termination of this Agreement shall be without prejudice to the rights and remedies of the party which may have accrued to either party as at the date of expiration or termination. iii. Notwithstanding the expiration or early termination of this Agreement, Sections 7 and 8 and the provisions of Exhibit C ("Terms and Conditions") as they apply to any outstanding Purchase Orders shall remain in full force and effect and Adaptive Broadband shall still make available in accordance with the terms hereof Services to which Buyer is otherwise entitled in respect of Products supplied to Buyer prior to the date of termination. iv. Notwithstanding the expiration or early termination of this Agreement, the 5% additional payment provisions of Exhibit A and the prerequisites of those payment provisions will survive until Buyer's obligations under those provisions, if any exist immediately before that expiration or termination, are satisfied. v. Notwithstanding the expiration or early termination of this Agreement, the "Confidentiality" provision of Exhibit C will survive for a period of 5 years thereafter. vi.Buyer will within 30 days after expiration or termination return to Adaptive Broadband in (at Buyer's sole cost and expense) (or at Adaptive Broadband's request eradicate or destroy): all literature, manuals and materials supplied to it by Adaptive Broadband and which are in Buyer's possession but which are not needed by Buyer in connection with installed Product; all equipment provided to it by Adaptive Broadband and which Buyer did not purchase, in the condition in which it was sent by Adaptive Broadband; all tangible and intangible embodiments of Adaptive Broadband intellectual property, including software; and any other items which Adaptive Broadband may reasonably request. 8. MISCELLANEOUS a. Sole Agreement: Amendment: Waivers. This Agreement (together with its Exhibits and their attachments which are hereby incorporated into this Agreement by reference and made a part hereof) contains the entire understanding between Adaptive Broadband and Buyer with respect to its subject matter and supersedes all prior discussions, agreements and understandings between them with respect to that subject matter. All amendments hereto and all agreements between the parties supplemental to this Agreement must be in writing and signed by the parties hereto. The waiver by either party of a breach or violation of any provision of this Agreement must be in writing and will not operate or be construed as a waiver of any subsequent breach or violation. b. Independent Contractor. Each party acknowledges and agrees that this Agreement establishes an independent contractor relationship and each disclaims the existence of any employer/employee relationship or partnership or joint venture relationship between them. Neither party has authority to act for, represent, or bind the other and neither will take or fail to take any action inconsistent with this paragraph. c. Liability and Indemnification. The extent of Adaptive Broadband's liabilities to Buyer are solely and exclusively set forth in Exhibit C. Neither Adaptive Broadband nor Buyer will be liable under this Agreement for any consequential damage including loss of clientele, loss of business, loss of data, or loss of profits. Buyer will not be entitled to an indemnity for goodwill or other compensation upon termination of this Agreement at any time for any reason. d. Assignment. Neither party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, each party may assign this Agreement upon notice to, but without consent of the other party, to an affiliate or successor in interest in the event of a merger, consolidation, or sale of all or substantially all of the Assignor's business, assets, or capital stock, or all or substantially all of the business or assets of the Product line; provided, however, that the assignee shall expressly assume the assignor's obligations under this Agreement, be subject to all of the terms and conditions of this Agreement, and have the financial and business strength to satisfy the assignor's obligations under this Agreement.

e. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable or illegal, then it will be deemed removed from the other provisions of this Agreement which will

e. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable or illegal, then it will be deemed removed from the other provisions of this Agreement which will remain in effect. f. Headings. Headings in this Agreement are included for convenience only and themselves have no force or effect. g. Property. Without limiting the other provisions of this Agreement, any ideas, concepts, inventions, know-how, data-processing and other techniques, software or documentation developed by Adaptive Broadband (alone or jointly with Buyer) in connection with any Products or Services will be the exclusive property of Adaptive Broadband. h. Publicity. Neither party shall issue any press release or make any public announcement relating to this Agreement or its subject matter without the prior written approval of the other, provided that either party may make any public disclosure it believes in good faith is required by applicable law or any listing or trading agreement concerning its publicly-traded securities (in which case the disclosing party will use its best efforts to advise the other party prior to making the disclosure). i . Governing Law and Related Matters. This Agreement and each purchase order accepted by Adaptive Broadband will be governed by and construed in accordance with the internal laws of the State of California, USA, including the U.C.C. as adopted by that State, but without reference to conflict of laws principles. The United Nations Convention on the International Sale of Goods will not apply to this Agreement. Buyer will observe and comply with all applicable governmental laws, rules and regulations. Buyer will promptly indemnify Adaptive Broadband for all damages, fines, and related expenses (including attorneys' fees) resulting from or arising out of Buyer's violation of any such law, rule or regulation or breach of this paragraph. j.Notices. Except as otherwise provided in this Agreement, all notices, requests, and other communications under this Agreement will be in writing and sent by registered post or facsimile addressed to:
If to Adaptive Broadband, to: Adaptive Broadband Corporation 1143 Borregas Avenue Sunnyvale, CA 94089 Attn: Salvatore Benti Fax: (408) 732-4244 If to Buyer to: Jack Tortorice Global Pacific Internet 770 City Drive South, Orange Attn: Steve Button Fax: (714) 937-6310

With a copy to: Adaptive Broadband Corporation 1143 Borregas Avenue Sunnyvale, CA 94089 Attn: General Counsel Fax: (408) 732-4244 __________N/A_______________ ____________________________ ____________________________ Attn: ______________________ Fax: ______________________

Any notice sent by fax shall be deemed to be delivered the next working day following confirmed transmission, and any notice sent by post shall be deemed to be delivered five working days following the date of posting. Either party may change the address under this section by giving the other party proper notice. IN WITNESS WHEREOF, Adaptive Broadband and Buyer each executed and deliver this Agreement as of the date fast written above. Buyer: Adaptive Broadband Corporation: Co Name: Global Pacific Internet
By: /s/ Jack Tortorice -------------Name: Jack Tortorice Title: CEO By: /s/ Salvadore S. Benti -----------------Name: Salvadore S. Benti Title: Sr. V.P.

Date: 10/27/99 Date: Oct. 27, 1999 TABLE OF EXHIBITS Exhibit A - Products and Related Pricing Exhibit B - Services and Related Pricing Exhibit C - Adaptive Broadband's Standard Terms and Conditions of Sale Exhibit D - Training and Related Pricing

PRIVATE EQUITY LINE OF CREDIT AGREEMENT BETWEEN WORLDWIDE WIRELESS NETWORKS, INC. AND WHITSEND INVESTMENTS LIMITED PRIVATE EQUITY LINE OF CREDIT AGREEMENT dated as of June __, 2000 (the "Agreement"), between Whitsend Investments Limited, a British Virgin Islands corporation (the "Investor") and Worldwide Wireless Networks, Inc., a corporation organized and existing under the laws of the State of Nevada (the "Company"). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to Investor from time to time as provided herein, and Investor shall purchase, up to $20,000,000 (the "Aggregate Purchase Price") of the Common Stock (as defined below); and WHEREAS, such investments will be made by the Investor as statutory underwriter of a registered indirect primary offering of such Common Stock by the Company. NOW, THEREFORE, in consideration of the foregoing premises, and the promises and covenants herein contained, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties, intending to be legally bound, hereby agree as follows: ARTICLE I CERTAIN DEFINITIONS Section 1.1 "Capital Shares" shall mean the Common Stock and any shares of any other class of common stock whether now or hereafter authorized, having the right to participate in the distribution of earnings and assets of the Company. Section 1.2 "Capital Shares Equivalents" shall mean any securities, rights, or obligations that are convertible into or exchangeable for or give any right to subscribe for any Capital Shares of the Company or any warrants, options or other rights to subscribe for or purchase Capital Shares or any such convertible or exchangeable securities. Section 1.3 "Closing" shall mean one of the closings of a purchase and sale of the Common Stock pursuant to Section 2.1. Section 1.4 "Closing Date" shall mean, with respect to a Closing, the fifth Trading Day following the end of the Valuation Period related to such Closing, provided all conditions to such Closing have been satisfied on or before such Trading Day. 1 Section 1.5 "Commitment Amount" shall mean an amount up to $20,000,000 which the Investor has agreed to provide to the Company in order to purchase the Put Shares pursuant to the terms and conditions of this

PRIVATE EQUITY LINE OF CREDIT AGREEMENT BETWEEN WORLDWIDE WIRELESS NETWORKS, INC. AND WHITSEND INVESTMENTS LIMITED PRIVATE EQUITY LINE OF CREDIT AGREEMENT dated as of June __, 2000 (the "Agreement"), between Whitsend Investments Limited, a British Virgin Islands corporation (the "Investor") and Worldwide Wireless Networks, Inc., a corporation organized and existing under the laws of the State of Nevada (the "Company"). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to Investor from time to time as provided herein, and Investor shall purchase, up to $20,000,000 (the "Aggregate Purchase Price") of the Common Stock (as defined below); and WHEREAS, such investments will be made by the Investor as statutory underwriter of a registered indirect primary offering of such Common Stock by the Company. NOW, THEREFORE, in consideration of the foregoing premises, and the promises and covenants herein contained, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties, intending to be legally bound, hereby agree as follows: ARTICLE I CERTAIN DEFINITIONS Section 1.1 "Capital Shares" shall mean the Common Stock and any shares of any other class of common stock whether now or hereafter authorized, having the right to participate in the distribution of earnings and assets of the Company. Section 1.2 "Capital Shares Equivalents" shall mean any securities, rights, or obligations that are convertible into or exchangeable for or give any right to subscribe for any Capital Shares of the Company or any warrants, options or other rights to subscribe for or purchase Capital Shares or any such convertible or exchangeable securities. Section 1.3 "Closing" shall mean one of the closings of a purchase and sale of the Common Stock pursuant to Section 2.1. Section 1.4 "Closing Date" shall mean, with respect to a Closing, the fifth Trading Day following the end of the Valuation Period related to such Closing, provided all conditions to such Closing have been satisfied on or before such Trading Day. 1 Section 1.5 "Commitment Amount" shall mean an amount up to $20,000,000 which the Investor has agreed to provide to the Company in order to purchase the Put Shares pursuant to the terms and conditions of this Agreement. Section 1.6 "Commitment Period" shall mean the period commencing on the Effective Date and expiring on the earliest to occur of (x) the date on which the Investor shall have purchased $20,000,000 of Put Shares pursuant to this Agreement, (y) the date this Agreement is terminated pursuant to Section 2.4, or (z) the date occurring thirty-six (36) months from the date of commencement of the Commitment Period. Section 1.7 "Common Stock" shall mean the Company's common stock, par value $0.001 per share.

Section 1.5 "Commitment Amount" shall mean an amount up to $20,000,000 which the Investor has agreed to provide to the Company in order to purchase the Put Shares pursuant to the terms and conditions of this Agreement. Section 1.6 "Commitment Period" shall mean the period commencing on the Effective Date and expiring on the earliest to occur of (x) the date on which the Investor shall have purchased $20,000,000 of Put Shares pursuant to this Agreement, (y) the date this Agreement is terminated pursuant to Section 2.4, or (z) the date occurring thirty-six (36) months from the date of commencement of the Commitment Period. Section 1.7 "Common Stock" shall mean the Company's common stock, par value $0.001 per share. Section 1.8 "Condition Satisfaction Date" shall have the meaning set forth in Section 7.2. Section 1.9 "Effective Date" shall mean the date on which the SEC first declares effective a Registration Statement registering the sale by the Company and resale by the Investor of the Registrable Securities as set forth in Section 7.2(f). Section 1.10 "Escrow Agent" shall mean the escrow agent designated in the Escrow Agreement. Section 1.11 "Escrow Agreement" shall mean the escrow agreement in the form attached hereto as Exhibit A. Section 1.12 "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Section 1.13 "Investment Amount" shall mean the dollar amount to be invested by the Investor to purchase Put Shares with respect to any Put Date as notified by the Company to the Investor, all in accordance with Section 2.2 hereof. Section 1.14 "Market Price" on any given date shall mean the lowest closing trade price (as reported by Bloomberg L.P.) of the Common Stock on the Principal Market during the Valuation Period applicable to such date. Section 1.15 "Material Adverse Effect" shall mean any effect on the business, closing price, operations, properties, prospects, or financial condition of the Company that is material and adverse to the Company and its subsidiaries and affiliates, taken as a whole, and/or any condition, circumstance, or situation that would prohibit or otherwise interfere with the ability of the Company to enter into and perform any of its obligations under this Agreement, the Registration Rights Agreement or the Escrow Agreement in any material respect. Section 1.16 "Maximum Put Amount" shall mean $500,000 per Put, subject to adjustments according to the following table: 2
Stock Closing Price 25,000-50,000 Avg. 30 Trading Day Volume ---------------$1,000,000 $1,000,000 $1,250,000 $1,250,000 $1,500,000 $1,500,000 50,001-100,000 Avg. 30 Trading Day Volume ---------------$1,000,000 $1,250,000 $1,250,000 $1,500,000 $1,500,000 $1,750,000 100,001-150,000 Avg. 30 Trading Day Volume ---------------$1,250,000 $1,250,000 $1,500,000 $1,500,000 $1,750,000 $1,750,000 150,001-Above Avg. 30 Trading Day Volume ------------$1,250,000 $1,500,000 $1,500,000 $1,750,000 $1,750,000 $2,000,000

----------------1.50-4.00 4.01-5.50 5.51-7.00 7.01-8.50 8.51-10.50 10.01-Above

Section 1.17 "NASD" shall mean the National Association of Securities Dealers, Inc. Section 1.18 "Outstanding" when used with reference to shares of Common Stock or Capital Shares (collectively the "Shares"), shall mean, at any date as of which the number of such Shares is to be determined, all issued and outstanding Shares, and shall include all such Shares issuable in respect of outstanding scrip or any certificates

Stock Closing Price

----------------1.50-4.00 4.01-5.50 5.51-7.00 7.01-8.50 8.51-10.50 10.01-Above

25,000-50,000 Avg. 30 Trading Day Volume ---------------$1,000,000 $1,000,000 $1,250,000 $1,250,000 $1,500,000 $1,500,000

50,001-100,000 Avg. 30 Trading Day Volume ---------------$1,000,000 $1,250,000 $1,250,000 $1,500,000 $1,500,000 $1,750,000

100,001-150,000 Avg. 30 Trading Day Volume ---------------$1,250,000 $1,250,000 $1,500,000 $1,500,000 $1,750,000 $1,750,000

150,001-Above Avg. 30 Trading Day Volume ------------$1,250,000 $1,500,000 $1,500,000 $1,750,000 $1,750,000 $2,000,000

Section 1.17 "NASD" shall mean the National Association of Securities Dealers, Inc. Section 1.18 "Outstanding" when used with reference to shares of Common Stock or Capital Shares (collectively the "Shares"), shall mean, at any date as of which the number of such Shares is to be determined, all issued and outstanding Shares, and shall include all such Shares issuable in respect of outstanding scrip or any certificates representing fractional interests in such Shares; provided, however, that "Outstanding" shall not mean any such Shares then directly or indirectly owned or held by or for the account of the Company. Section 1.19 "Person" shall mean an individual, a corporation, a partnership, a limited liability company, an association, a trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. Section 1.20 "Principal Market" shall mean the NASDAQ National Market, the NASDAQ SmallCap Market, the American Stock Exchange, the New York Stock Exchange or the OTC Bulletin Board, whichever is at the time the principal trading exchange or market for the Common Stock. Section 1.21 "Purchase Price" shall mean with respect to Put Shares, eighty-eight percent (88%) (the "Purchase Price Percentage") of the Market Price of the Valuation Period related to a Put (or such other date on which the Purchase Price is calculated in accordance with the terms and conditions of this Agreement); provided, however, that the Purchase Price Percentage shall become ninety percent (90%) in the event the Company's Common Stock is approved for listing on the Nasdaq Small-Cap Market or a national securities market or exchange. Section 1.22 "Put" shall mean each occasion the Company elects to exercise its right to tender a Put Notice requiring the Investor to purchase shares of the Company's Common Stock, subject to the terms of this Agreement. Section 1.23 "Put Date" shall mean the Trading Day during the Commitment Period that a Put Notice to sell Common Stock to the Investor is deemed delivered pursuant to Section 2.2(b) hereof. 3 Section 1.24 "Put Notice" shall mean a written notice to the Investor setting forth the Investment Amount that the Company intends to sell to the Investor in the form attached hereto as Exhibit B. Section 1.25 "Put Shares" shall mean all shares of Common Stock or other securities issued or issuable pursuant to a Put that has occurred or may occur in accordance with the terms and conditions of this Agreement. Section 1.26 "Registrable Securities" shall mean the Put Shares and the Warrant Shares until (i) all Put Shares and Warrant Shares have been disposed of pursuant to the Registration Statement, (ii) all Put Shares and Warrant Shares have been sold under circumstances under which all of the applicable conditions of Rule 144 (or any similar provision then in force) under the Securities Act ("Rule 144") are met, (iii) all Put Shares and Warrant Shares have been otherwise transferred to persons who may trade such shares without restriction under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for such securities not bearing a restrictive legend or (iv) such time as, in the opinion of counsel to the Company, all Put Shares and Warrant Shares may be sold without any time, volume or manner limitations pursuant to Rule 144(k) (or any similar provision then in effect) under the Securities Act.

Section 1.24 "Put Notice" shall mean a written notice to the Investor setting forth the Investment Amount that the Company intends to sell to the Investor in the form attached hereto as Exhibit B. Section 1.25 "Put Shares" shall mean all shares of Common Stock or other securities issued or issuable pursuant to a Put that has occurred or may occur in accordance with the terms and conditions of this Agreement. Section 1.26 "Registrable Securities" shall mean the Put Shares and the Warrant Shares until (i) all Put Shares and Warrant Shares have been disposed of pursuant to the Registration Statement, (ii) all Put Shares and Warrant Shares have been sold under circumstances under which all of the applicable conditions of Rule 144 (or any similar provision then in force) under the Securities Act ("Rule 144") are met, (iii) all Put Shares and Warrant Shares have been otherwise transferred to persons who may trade such shares without restriction under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for such securities not bearing a restrictive legend or (iv) such time as, in the opinion of counsel to the Company, all Put Shares and Warrant Shares may be sold without any time, volume or manner limitations pursuant to Rule 144(k) (or any similar provision then in effect) under the Securities Act. Section 1.27 "Registration Rights Agreement" shall mean the agreement regarding the filing of the Registration Statement for the sale and resale of the Registrable Securities annexed hereto as Exhibit C. Section 1.28 "Registration Statement" shall mean a registration statement on Form S-3 (if use of such form is then available to the Company pursuant to the rules of the SEC and, if not, on such other form promulgated by the SEC, such as Form S-1 or SB-2, for which the Company then qualifies and which counsel for the Company shall deem appropriate, and which form shall be available for the resale by the Investor of the Registrable Securities to be registered thereunder in accordance with the provisions of this Agreement, the Registration Rights Agreement, and in accordance with the intended method of distribution of such securities), for the registration of the resale by the Investor of the Registrable Securities under the Securities Act. Section 1.29 "SEC" shall mean the Securities and Exchange Commission. Section 1.30 "Securities Act" shall mean the Securities Act of 1933, as amended. Section 1.31 "SEC Documents" shall mean the Company's latest Form 10-K or 10-KSB as of the time in question, all Forms 10-Q or 10-QSB and 8-K filed thereafter, and the Proxy Statement for its latest fiscal year as of the time in question until such time as the Company no longer has an obligation to maintain the effectiveness of a Registration Statement as set forth in the Registration Rights Agreement. Section 1.32 "Special Activity" shall mean any one time charge the Company expects to incur for any reason, including, without limitation, in connection with the acquisition of another business. 4 Section 1.33 "Threshold Price" is the lowest Market Price at which the Company will sell its Common Stock with respect to this Agreement. Section 1.34 "Trading Cushion" shall mean the mandatory fifteen (15) Trading Days between Put Dates, unless waived by the Investor. Notwithstanding the foregoing, in the event the Company gives the Investor twenty-one (21) days notice of a Special Activity, the Trading Cushion shall be adjusted to eight (8) Trading Days for a period of six (6) consecutive weeks. Section 1.35 "Valuation Event" shall mean an event in which the Company at any time prior to the end of the Commitment Period takes any of the following actions: (a) subdivides or combines its Common Stock; (b) pays a dividend on its Capital Shares or makes any other distribution of its Capital Shares; (c) issues any additional Capital Shares ("Additional Capital Shares"), otherwise than as provided in the foregoing Subsections (a) and (b) above or (d) and (e) below, at a price per share less, or for other consideration lower, than the closing price in effect immediately prior to such issuance, or without consideration (other than pursuant to

Section 1.33 "Threshold Price" is the lowest Market Price at which the Company will sell its Common Stock with respect to this Agreement. Section 1.34 "Trading Cushion" shall mean the mandatory fifteen (15) Trading Days between Put Dates, unless waived by the Investor. Notwithstanding the foregoing, in the event the Company gives the Investor twenty-one (21) days notice of a Special Activity, the Trading Cushion shall be adjusted to eight (8) Trading Days for a period of six (6) consecutive weeks. Section 1.35 "Valuation Event" shall mean an event in which the Company at any time prior to the end of the Commitment Period takes any of the following actions: (a) subdivides or combines its Common Stock; (b) pays a dividend on its Capital Shares or makes any other distribution of its Capital Shares; (c) issues any additional Capital Shares ("Additional Capital Shares"), otherwise than as provided in the foregoing Subsections (a) and (b) above or (d) and (e) below, at a price per share less, or for other consideration lower, than the closing price in effect immediately prior to such issuance, or without consideration (other than pursuant to this Agreement); (d) issues any warrants, options or other rights to subscribe for or purchase any Additional Capital Shares and the price per share for which Additional Capital Shares may at any time thereafter be issuable pursuant to such warrants, options or other rights shall be less than the closing price in effect immediately prior to such issuance; (e) issues any securities convertible into or exchangeable for Capital Shares and the consideration per share for which Additional Capital Shares may at any time thereafter be issuable pursuant to the terms of such convertible or exchangeable securities shall be less than the closing price in effect immediately prior to such issuance; (f) makes a distribution of its assets or evidences of indebtedness to the holders of its Capital Shares as a dividend in liquidation or by way of return of capital or other than as a dividend payable out of earnings or surplus legally available for dividends under applicable law or any distribution to such holders made in respect of the sale of all or substantially all of the Company's assets (other than under the circumstances provided for in the foregoing subsections (a) through (e); or (g) takes any action affecting the number of Outstanding Capital Shares, other than an action described in any of the foregoing Subsections (a) through (f) hereof, inclusive, which in the opinion of the Company's Board of Directors, determined in good faith, would have a Material Adverse Effect upon the rights of the Investor at the time of a Put. Section 1.36 "Valuation Period" shall mean the period of five (5) Trading Days beginning two (2) Trading Days before the Trading Day on which a Put Notice is deemed to be delivered and ending two (2) Trading Days after such date; provided, however, that if a Valuation Event occurs during a Valuation Period, a new Valuation Period shall begin on the Trading Day immediately after the occurrence of such Valuation Event and end on the fifth (5th) Trading Day thereafter. 5 Section 1.37 "Warrants" shall mean the 125,000 Common Stock Purchase Warrants in the form of Exhibit D hereto to be delivered to the Investor at the initial Closing. "Warrant Shares" shall mean the shares of Common Stock issuable upon exercise of the Warrants. ARTICLE II PURCHASE AND SALE OF COMMON STOCK Section 2.1 Investments. (a) Puts. Upon the terms and conditions set forth herein

Section 1.37 "Warrants" shall mean the 125,000 Common Stock Purchase Warrants in the form of Exhibit D hereto to be delivered to the Investor at the initial Closing. "Warrant Shares" shall mean the shares of Common Stock issuable upon exercise of the Warrants. ARTICLE II PURCHASE AND SALE OF COMMON STOCK Section 2.1 Investments. (a) Puts. Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article VII hereof), on any Put Date the Company may make a Put by the delivery of a Put Notice. The number of Put Shares that the Investor shall receive pursuant to such Put shall be determined by dividing the Investment Amount specified in the Put Notice by the Purchase Price for such Valuation Period. In connection with each Valuation Period, the Company may set the Threshold Price, if any, in the Put Notice. If the Market Price is less than the Threshold Price, the Company shall not sell and the Purchaser shall not be obligated to purchase the Shares otherwise to be purchased for such Put, except that, the Investor, in its sole discretion, may purchase such shares at the Threshold Price. (b) Maximum Aggregate Amount of Puts. Anything in this Agreement to the contrary notwithstanding, the Company may not make a Put to the extent that, after such purchase by the Investor, the sum of the number of shares of Common Stock and Warrants beneficially owned by the Investor and its affiliates would result in beneficial ownership by the Investor and its affiliates of more than 9.9% of the then issued and outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities and Exchange Act of 1934, as amended. Each Investor represents that it is not an affiliate of any purchaser of the Company's Common Stock pursuant to that certain Common Stock Purchase Agreement dated as of May 24, 2000. Section 2.2 Mechanics. (a) PutNotice. At any time during the Commitment Period, the Company may deliver a Put Notice to the Investor, subject to the conditions set forth in Section 7.2; provided, however, that the Investment Amount for each Put as designated by the Company in the applicable Put Notice shall be neither less than $75,000 nor more than the Maximum Put Amount. (b) Date of Delivery of Put Notice. A Put Notice shall be deemed delivered on (i) the Trading Day it is received by facsimile or otherwise by the Investor if such notice is received prior to 12:00 noon Eastern Time, or (ii) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 12:00 noon Eastern Time on a Trading Day or at any time on a day which is not a Trading Day. No Put Notice may be deemed delivered on a day that is not a Trading Day. 6 Section 2.3 Closings. On or before each Closing Date for a Put the Investor shall deliver the Investment Amount specified in the Put Notice by wire transfer of immediately available funds to the Escrow Agent. In addition, on or prior to the Closing Date, each of the Company and the Investor shall deliver to the Escrow Agent all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Upon receipt of notice from the Escrow Agent that the Escrow Agent has possession of the Investment Amount, the Company shall, if possible, deliver the Put Shares to the Investor's account through the Depository Trust Company DWAC system, per written account instructions delivered by the Investor to the Company, and if the Company is not eligible to participate in the DWAC system, to deliver to the Escrow Agent one or more certificates, as requested by the Investor, representing the Put Shares to be purchased by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor or, at the Investor's option, registered in the name of such account or accounts as may be designated by the Investor. Payment of funds to the Company and delivery of the certificates to the Investor (unless delivered by DWAC) shall occur out of escrow in accordance with the Escrow Agreement, provided, however, that to the extent the Company has not paid the escrow fees, the amount of such fees shall be paid in immediately available funds, at the direction of the Investor, to Investor's counsel with no reduction in the number

Section 2.3 Closings. On or before each Closing Date for a Put the Investor shall deliver the Investment Amount specified in the Put Notice by wire transfer of immediately available funds to the Escrow Agent. In addition, on or prior to the Closing Date, each of the Company and the Investor shall deliver to the Escrow Agent all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Upon receipt of notice from the Escrow Agent that the Escrow Agent has possession of the Investment Amount, the Company shall, if possible, deliver the Put Shares to the Investor's account through the Depository Trust Company DWAC system, per written account instructions delivered by the Investor to the Company, and if the Company is not eligible to participate in the DWAC system, to deliver to the Escrow Agent one or more certificates, as requested by the Investor, representing the Put Shares to be purchased by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor or, at the Investor's option, registered in the name of such account or accounts as may be designated by the Investor. Payment of funds to the Company and delivery of the certificates to the Investor (unless delivered by DWAC) shall occur out of escrow in accordance with the Escrow Agreement, provided, however, that to the extent the Company has not paid the escrow fees, the amount of such fees shall be paid in immediately available funds, at the direction of the Investor, to Investor's counsel with no reduction in the number of Put Shares issuable to the Investor on such Closing Date. Section 2.4 Termination of Investment Obligation. (a) The obligation of the Investor to purchase shares of Common Stock shall terminate permanently (including with respect to a Closing Date that has not yet occurred) in the event that (i) there shall occur any stop order or suspension of the effectiveness of the Registration Statement for an aggregate of thirty (30) Trading Days during the Commitment Period, for any reason other than deferrals or suspensions in accordance with the Registration Rights Agreement as a result of corporate developments subsequent to the Effective Date that would require such Registration Statement to be amended to reflect such event in order to maintain its compliance with the disclosure requirements of the Securities Act or (ii) the Company shall at any time fail to comply with the requirements of Section 6.2, 6.3 or 6.5 or (iii) the Registration Statement shall not have become effective by December 1, 2000. (b) The obligation of the Company to sell Put Shares to the Investor shall terminate if the Investor fails to honor any Put Notice within two (2) Trading Days of the Closing Date scheduled for such Put, or otherwise becomes in breach of any material representation, warranty, covenant or other obligation under this Agreement including, without limitation, all exhibits attached hereto, and the Company notifies Investor of such termination. Upon such termination, the Company shall maintain the Registration Statement in effect for such reasonable period, not to exceed forty-five (45) days, as the Investor may request in order to dispose of any remaining Put Shares. Such termination shall be in addition to, and not exclusive of, any other remedy which the Company may have against the Investor for any such default, breach or violation of this Agreement, in law or at equity. Section 2.5 Additional Shares. In the event that (a) within five (5) Trading Days of any Closing Date, the Company gives notice to the Investor of an impending "blackout period" in accordance with Section 3(f) of the Registration Rights Agreement and (b) the closing trade price over the five (5) Trading Days immediately preceding such "blackout period" (the "Old Closing price") is greater than the Closing price on the first Trading Day following such "blackout 7

period" (the "New Closing price") the Company shall issue to the Investor a number of additional shares (the "Blackout Shares") equal to the difference between (y) the product of the number of Registrable Securities purchased by the Investor on such most recent Closing Date and still held by the Investor during such "blackout period" that are not otherwise freely tradable during such "blackout period" and the Old Closing price, divided by the New Closing price and (z) the number of Registrable Securities purchased by the Investor on such most recent Closing Date and still held by the Investor during such "blackout period" that are not otherwise freely tradable during such "blackout period". If any such issuance would result in the issuance of a number of shares which exceeds the number set forth in Section 2.1(b), then in lieu of such issuance, the Company shall pay Investor the closing ask price of the Blackout Shares on the first Trading Day following the end of the blackout period in cash within five Trading Days. Section 2.6 Liquidated Damages. The parties hereto acknowledge and agree that the obligation to issue Registrable Securities under Section 2.5 above shall constitute liquidated damages and not penalties. The parties

period" (the "New Closing price") the Company shall issue to the Investor a number of additional shares (the "Blackout Shares") equal to the difference between (y) the product of the number of Registrable Securities purchased by the Investor on such most recent Closing Date and still held by the Investor during such "blackout period" that are not otherwise freely tradable during such "blackout period" and the Old Closing price, divided by the New Closing price and (z) the number of Registrable Securities purchased by the Investor on such most recent Closing Date and still held by the Investor during such "blackout period" that are not otherwise freely tradable during such "blackout period". If any such issuance would result in the issuance of a number of shares which exceeds the number set forth in Section 2.1(b), then in lieu of such issuance, the Company shall pay Investor the closing ask price of the Blackout Shares on the first Trading Day following the end of the blackout period in cash within five Trading Days. Section 2.6 Liquidated Damages. The parties hereto acknowledge and agree that the obligation to issue Registrable Securities under Section 2.5 above shall constitute liquidated damages and not penalties. The parties further acknowledge that (a) the amount of loss or damages likely to be incurred is incapable or is difficult to precisely estimate, (b) the amounts specified in such Sections bear a reasonable proportion and are not plainly or grossly disproportionate to the probable loss likely to be incurred by the Investor in connection with the failure by the Company to timely cause the registration of the Registrable Securities or in connection with a "blackout period" under the Registration Rights Agreement, and (c) the parties are sophisticated business parties and have been represented by legal and financial counsel and negotiated this Agreement at arm's length. ARTICLE III REPRESENTATIONS AND WARRANTIES OF INVESTOR Investor represents and warrants to the Company that: Section 3.1 Intent. The Investor is entering into this Agreement for its own account and the Investor has no present arrangement (whether or not legally binding) at any time to sell the Common Stock to or through any person or entity; provided, however, that by making the representations herein, the Investor does not agree to hold the Common Stock for any minimum or other specific term and reserves the right to dispose of the Common Stock at any time in accordance with federal and state securities laws applicable to such disposition. Section 3.2 Sophisticated Investor. The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule 501 of Regulation D), and Investor has such experience in business and financial matters that it has the capacity to protect its own interests in connection with this transaction and is capable of evaluating the merits and risks of an investment in Common Stock. The Investor acknowledges that an investment in the Common Stock is speculative and involves a high degree of risk. Section 3.3 Authority. This Agreement has been duly authorized and validly executed and delivered by the Investor and is a valid and binding agreement of the Investor enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, or similar laws relating to, or 8

affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application. Section 3.4 Not an Affiliate. Investor is not an officer, director or "affiliate" (as that term is defined in Rule 405 of the Securities Act) of the Company. Section 3.5 Organization and Standing. Investor is a corporation duly organized, validly existing, and in good standing, and has all legal and corporate authority to enter into and perform this Agreement in accordance with its terms, under the laws of the British Virgin Islands. Section 3.6 Absence of Conflicts. The execution and delivery of this Agreement and any other document or instrument executed in connection herewith, and the consummation of the transactions contemplated thereby, and compliance with the requirements thereof, will not violate any law, rule, regulation, order, writ, judgment,

affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application. Section 3.4 Not an Affiliate. Investor is not an officer, director or "affiliate" (as that term is defined in Rule 405 of the Securities Act) of the Company. Section 3.5 Organization and Standing. Investor is a corporation duly organized, validly existing, and in good standing, and has all legal and corporate authority to enter into and perform this Agreement in accordance with its terms, under the laws of the British Virgin Islands. Section 3.6 Absence of Conflicts. The execution and delivery of this Agreement and any other document or instrument executed in connection herewith, and the consummation of the transactions contemplated thereby, and compliance with the requirements thereof, will not violate any law, rule, regulation, order, writ, judgment, injunction, decree, administrative action or award binding on Investor, or, to the Investor's knowledge, (a) violate any provision of any indenture, instrument or agreement to which Investor is a party or is subject, or by which Investor or any of its assets is bound; (b) conflict with or constitute a material default thereunder; (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by Investor to any third party; or (d) require the approval of any third-party (which has not been obtained) pursuant to any material contract, agreement, instrument, relationship or legal obligation to which Investor is subject or to which any of its assets, operations or management may be subject. Section 3.7 Disclosure; Access to Information. Investor has received and reviewed all documents, records, books and other publicly available information pertaining to Investor's investment in the Company that have been requested by Investor. The Company is subject to the periodic reporting requirements of the Exchange Act, and Investor has reviewed copies of any such reports that have been requested by it. Section 3.8 Manner of Sale. At no time was Investor presented with or solicited by or through any leaflet, public promotional meeting, television advertisement or any other form of general solicitation or advertising. Section 3.9 Financial Capacity. Investor currently has the financial capacity to meet its obligations to the Company hereunder, and the Investor has no present knowledge of any circumstances which could cause it to become unable to meet such obligations in the future. Section 3.10 Underwriter Liability. Investor understands that it is the position of the SEC that the Investor is an underwriter within the meaning of Section 2(11) of the Securities Act and that the Investor will be identified as an underwriter of the Put Shares in the Registration Statement. 9

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company represents and warrants to the Investor that, except as set forth on the Disclosure Schedule prepared by the Company and attached hereto: Section 4.1 Organization of the Company. The Company is a corporation duly incorporated and existing in good standing under the laws of the State of Nevada and has all requisite corporate authority to own its properties and to carry on its business as now being conducted. The Company does not have any subsidiaries and does not own more that fifty percent (50%) of or control any other business entity except as set forth in the SEC Documents. The Company is duly qualified and is in good standing as a foreign corporation to do business in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, other than those in which the failure so to qualify would not have a Material Adverse Effect. Section 4.2 Authority. (i) The Company has the requisite corporate power and corporate authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, and

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company represents and warrants to the Investor that, except as set forth on the Disclosure Schedule prepared by the Company and attached hereto: Section 4.1 Organization of the Company. The Company is a corporation duly incorporated and existing in good standing under the laws of the State of Nevada and has all requisite corporate authority to own its properties and to carry on its business as now being conducted. The Company does not have any subsidiaries and does not own more that fifty percent (50%) of or control any other business entity except as set forth in the SEC Documents. The Company is duly qualified and is in good standing as a foreign corporation to do business in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, other than those in which the failure so to qualify would not have a Material Adverse Effect. Section 4.2 Authority. (i) The Company has the requisite corporate power and corporate authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement, the Escrow Agreement, and the Warrants and to issue the Put Shares, the Warrants and the Warrant Shares pursuant to their respective terms, (ii) the execution, issuance and delivery of this Agreement, the Registration Rights Agreement, the Escrow Agreement and the Warrants by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action and no further consent or authorization of the Company or its Board of Directors or stockholders is required, and (iii) this Agreement, the Registration Rights Agreement, the Escrow Agreement and the Warrants have been duly executed and delivered by the Company and at the initial Closing shall constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application. The Company has duly and validly authorized and reserved for issuance shares of Common Stock sufficient in number for the issuance of the Put Shares and for the exercise of the Warrants Section 4.3 Capitalization. The authorized capital stock of the Company consists of 50,000,000 shares of Common Stock, $0.001 par value per share, of which 12,262,988 shares are issued and outstanding and no preferred stock. Except for (i) outstanding options and warrants as set forth in the SEC Documents and (ii) as set forth in the Disclosure Schedule, there are no outstanding Capital Share Equivalents nor any agreements or understandings pursuant to which any Capital Shares Equivalents may become outstanding. The Company is not a party to any agreement granting registration or anti-dilution rights to any person with respect to any of its equity or debt securities. All of the outstanding shares of Common Stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable. Section 4.4 Common Stock. The Company has registered its Common Stock pursuant to Section 12(b) or (g) of the Exchange Act and is in full compliance with all reporting requirements of the Exchange Act, and the Company is in compliance with all requirements for the continued listing or quotation of its Common Stock, and such Common Stock is currently listed or quoted on, the Principal Market. As of the date hereof, the Principal Market is the OTC 10

Bulletin Board and the Company has not received any notice regarding, and to its knowledge there is no threat, of the termination or discontinuance of the eligibility of the Common Stock for such listing. Section 4.5 SEC Documents. The Company has made available to the Investor true and complete copies of the SEC Documents. The Company has not provided to the Investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which

Bulletin Board and the Company has not received any notice regarding, and to its knowledge there is no threat, of the termination or discontinuance of the eligibility of the Common Stock for such listing. Section 4.5 SEC Documents. The Company has made available to the Investor true and complete copies of the SEC Documents. The Company has not provided to the Investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto at the time of such inclusion. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments). Neither the Company nor any of its subsidiaries has any material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the financial statements or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the financial statements or the notes thereto included in the SEC Documents or was not incurred in the ordinary course of business consistent with the Company's past practices since the last date of such financial statements. Section 4.6 Valid Issuances. When issued and paid for in accordance with the terms hereof or of the Warrants, the Put Shares and the Warrant Shares will be duly and validly issued, fully paid, and non-assessable. Neither the sales of the Put Shares, the Warrants or the Warrant Shares pursuant to, nor the Company's performance of its obligations under, this Agreement, the Registration Rights Agreement, the Escrow Agreement or the Warrants will (i) result in the creation or imposition by the Company of any liens, charges, claims or other encumbrances upon the Put Shares, the Warrants or the Warrant Shares or, except as contemplated herein, any of the assets of the Company, or (ii) entitle the holders of Outstanding Capital Shares to preemptive or other rights to subscribe for or acquire the Capital Shares or other securities of the Company. The Put Shares, the Warrants and the Warrant Shares shall not subject the Investor to personal liability to the Company or its creditors by reason of the possession thereof. 11 Section 4.7 No Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including without limitation the issuance of the Put Shares, the Warrants and the Warrant Shares, do not and will not (i) result in a violation of the Company's Articles of Incorporation or By-Laws or (ii) conflict with, or constitute a material default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, indenture or instrument, or any "lock-up" or similar provision of any underwriting or similar agreement to which the Company is a party, or (iii) result in a violation of any federal, state or local law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or by which any material property or asset of the Company is bound or affected, nor is the Company otherwise in violation of, conflict with or default under any of the foregoing (except in each case for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not have, individually or in the aggregate, a Material Adverse Effect). The business of the Company is not being conducted in violation of any law, ordinance or regulation of any governmental entity, except for possible violations that either singly or in the aggregate would not have a Material Adverse Effect. The Company is not required under any Federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement or issue and sell the Put Shares or the Warrants in accordance with the terms hereof (other than any SEC, Principal Market or state securities filings that may be required to be made by the

Section 4.7 No Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including without limitation the issuance of the Put Shares, the Warrants and the Warrant Shares, do not and will not (i) result in a violation of the Company's Articles of Incorporation or By-Laws or (ii) conflict with, or constitute a material default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, indenture or instrument, or any "lock-up" or similar provision of any underwriting or similar agreement to which the Company is a party, or (iii) result in a violation of any federal, state or local law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or by which any material property or asset of the Company is bound or affected, nor is the Company otherwise in violation of, conflict with or default under any of the foregoing (except in each case for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not have, individually or in the aggregate, a Material Adverse Effect). The business of the Company is not being conducted in violation of any law, ordinance or regulation of any governmental entity, except for possible violations that either singly or in the aggregate would not have a Material Adverse Effect. The Company is not required under any Federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement or issue and sell the Put Shares or the Warrants in accordance with the terms hereof (other than any SEC, Principal Market or state securities filings that may be required to be made by the Company subsequent to the initial Closing, any registration statement that may be filed pursuant hereto, and any shareholder approval required by the rules applicable to companies whose common stock trades on the Principal Market); provided that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of the Investor herein. Section 4.8 No Material Adverse Change. Since December 31, 1999 no Material Adverse Effect has occurred or exists with respect to the Company, except as disclosed in the SEC Documents. Section 4.9 No Undisclosed Events or Circumstances. Since December 31, 1999, no event or circumstance has occurred or exists with respect to the Company or its businesses, properties, prospects, operations or financial condition, that, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed in the SEC Documents. Section 4.10 Litigation and Other Proceedings. Except as disclosed in the SEC Documents, there are no lawsuits or proceedings pending or, to the knowledge of the Company, threatened, against the Company or any subsidiary, nor has the Company received any written or oral notice of any such action, suit, proceeding or investigation, which could reasonably be expected to have a Material Adverse Effect. Except as set forth in the SEC Documents, no judgment, order, writ, injunction or decree or award has been issued by or, to the knowledge of the Company, requested of any court, arbitrator or governmental agency which could result in a Material Adverse Effect. 12 Section 4.11 No Misleading or Untrue Communication. The Company and, to the knowledge of the Company, any person representing the Company, or any other person selling or offering to sell the Put Shares or the Warrants in connection with the transaction contemplated by this Agreement, have not made, at any time, any oral communication in connection with the offer or sale of the same which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. Section 4.12 Material Non-Public Information. The Company has not disclosed to the Investor any material nonpublic information that (i) if disclosed publicly, would reasonably be expected to have a material effect on the price of the Common Stock or (ii) according to applicable law, rule or regulation, should have been disclosed publicly by the Company prior to the date hereof but which has not been so disclosed. Section 4.13 Insurance. The Company and each subsidiary maintains property and casualty, general liability, workers' compensation, environmental hazard, personal injury and other similar types of insurance with financially sound and reputa-ble insurers that is adequate, consistent with industry standards and the Company's historical claims experience. The Company has not received notice from, and has no knowledge of any threat by, any insurer (that has issued any insurance policy to the Company) that such insurer intends to deny coverage under or

Section 4.11 No Misleading or Untrue Communication. The Company and, to the knowledge of the Company, any person representing the Company, or any other person selling or offering to sell the Put Shares or the Warrants in connection with the transaction contemplated by this Agreement, have not made, at any time, any oral communication in connection with the offer or sale of the same which contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. Section 4.12 Material Non-Public Information. The Company has not disclosed to the Investor any material nonpublic information that (i) if disclosed publicly, would reasonably be expected to have a material effect on the price of the Common Stock or (ii) according to applicable law, rule or regulation, should have been disclosed publicly by the Company prior to the date hereof but which has not been so disclosed. Section 4.13 Insurance. The Company and each subsidiary maintains property and casualty, general liability, workers' compensation, environmental hazard, personal injury and other similar types of insurance with financially sound and reputa-ble insurers that is adequate, consistent with industry standards and the Company's historical claims experience. The Company has not received notice from, and has no knowledge of any threat by, any insurer (that has issued any insurance policy to the Company) that such insurer intends to deny coverage under or cancel, discontinue or not renew any insurance policy presently in force. Section 4.14 Tax Matters. The Company and each subsidiary has filed all Tax Returns which it is required to file under applicable laws; all such Tax Returns are true and accurate and has been prepared in compliance with all applicable laws; the Company has paid all Taxes due and owing by it or any subsidiary (whether or not such Taxes are required to be shown on a Tax Return) and have withheld and paid over to the appropriate taxing authorities all Taxes which it is required to withhold from amounts paid or owing to any employee, stockholder, creditor or other third parties; and since December 31, 1998, the charges, accruals and reserves for Taxes with respect to the Company (including any provisions for deferred income taxes) reflected on the books of the Company are adequate to cover any Tax liabilities of the Company if its current tax year were treated as ending on the date hereof. No claim has been made by a taxing authority in a jurisdiction where the Company does not file tax returns that the Company or any subsidiary is or may be subject to taxation by that jurisdiction. There are no foreign, federal, state or local tax audits or administrative or judicial proceedings pending or being conducted with respect to the Company or any subsidiary; no information related to Tax matters has been requested by any foreign, federal, state or local taxing authority; and, except as disclosed above, no written notice indicating an intent to open an audit or other review has been received by the Company or any subsidiary from any foreign, federal, state or local taxing authority. There are no material unresolved questions or claims concerning the Company's Tax liability. The Company (A) has not executed or entered into a closing agreement pursuant to 7121 of the Internal Revenue Code or any predecessor provision thereof or any similar provision of state, local or foreign law; and (B) has not agreed to or is required to make any adjustments pursuant to 481 (a) of the Internal Revenue Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by the Company or any of its subsidiaries or has any knowledge that the IRS has 13

proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14:

proposed any such adjustment or change in accounting method, or has any application pending with any taxing authority requesting permission for any changes in accounting methods that relate to the business or operations of the Company. The Company has not been a United States real property holding corporation within the meaning of 897(c)(2) of the Internal Revenue Code during the applicable period specified in 897(c)(1)(A)(ii) of the Internal Revenue Code. The Company has not made an election under 341(f) of the Internal Revenue Code. The Company is not liable for the Taxes of another person that is not a subsidiary of the Company under (A) Treas. Reg. 1.1502-6 (or comparable provisions of state, local or foreign law), (B) as a transferee or successor, (C) by contract or indemnity or (D) otherwise. The Company is not a party to any tax sharing agreement. The Company has not made any payments, is obligated to make payments or is a party to an agreement that could obligate it to make any payments that would not be deductible under 280G of the Internal Revenue Code. For purposes of this Section 4.14: "IRS" means the United States Internal Revenue Service. Tax" or "Taxes" means federal, state, county, local, foreign, or other income, gross receipts, ad valorem, franchise, profits, sales or use, transfer, registration, excise, utility, environmental, communications, real or personal property, capital stock, license, payroll, wage or other withholding, employment, social security, severance, stamp, occupation, alternative or add-on minimum, estimated and other taxes of any kind whatsoever (including, without limitation, deficiencies, penalties, additions to tax, and interest attributable thereto) whether disputed or not. "Tax Return" means any return, information report or filing with respect to Taxes, including any schedules attached thereto and including any amendment thereof. Section 4.15 Property. Neither the Company nor any of its subsidiaries owns any real property. Each of the Company and its subsidiaries has good and marketable title to all personal property owned by it, free and clear of all liens, encumbrances and defects except such as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company; and to the Company's knowledge any real property and buildings held under lease by the Company as tenant are held by it under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and intended to be made of such property and buildings by the Company. Section 4.16 Licensing and Permits. The Company holds all necessary licenses and permits for the conduct of its business. All of such licenses and permits are in good standing and the Company is not in material default of any of the conditions thereof. Section 4.17 Intellectual Property. Each of the Company and its subsidiaries owns or possesses adequate and enforceable rights to use all patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright applications, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or 14

confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, "Intangibles") necessary for the conduct of its business as now being conducted. To the Company's knowledge, except as disclosed in the SEC Documents neither the Company nor any of its subsidiaries is infringing upon or in conflict with any right of any other person with respect to any Intangibles. Except as disclosed in the SEC Documents, no adverse claims have been asserted by any person to the ownership or use of any Intangibles and the Company has no knowledge of any basis for such claim. Section 4.18 Internal Controls and Procedures. The Company maintains books and records and internal accounting controls which provide reasonable assurance that (i) all transactions to which the Company or any subsidiary is a party or by which its properties are bound are executed with management's authorization; (ii) the recorded accounting of the Company's consolidated assets is compared with existing assets at regular intervals;

confidential information, systems or procedures) and other similar rights and proprietary knowledge (collectively, "Intangibles") necessary for the conduct of its business as now being conducted. To the Company's knowledge, except as disclosed in the SEC Documents neither the Company nor any of its subsidiaries is infringing upon or in conflict with any right of any other person with respect to any Intangibles. Except as disclosed in the SEC Documents, no adverse claims have been asserted by any person to the ownership or use of any Intangibles and the Company has no knowledge of any basis for such claim. Section 4.18 Internal Controls and Procedures. The Company maintains books and records and internal accounting controls which provide reasonable assurance that (i) all transactions to which the Company or any subsidiary is a party or by which its properties are bound are executed with management's authorization; (ii) the recorded accounting of the Company's consolidated assets is compared with existing assets at regular intervals; (iii) access to the Company's consolidated assets is permitted only in accordance with management's authorization; and (iv) all transactions to which the Company or any subsidiary is a party or by which its properties are bound are recorded as necessary to permit preparation of the financial statements of the Company in accordance with U.S. generally accepted accounting principles. Section 4.19 Payments and Contributions. Neither the Company, any subsidiary, nor any of its directors, officers or, to its knowledge, other employees has (i) used any Company funds for any unlawful contribution, endorsement, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment of Company funds to any foreign or domestic government official or employee; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other similar payment to any person with respect to Company matters. Section 4.20 No Misrepresentation. The representations and warranties of the Company contained in this Agreement, any schedule, annex or exhibit hereto and any agreement, instrument or certificate furnished by the Company to the Investor pursuant to this Agreement, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK 15

ARTICLE V COVENANTS OF THE INVESTOR Investor covenants with the Company that: Section 5.1 Compliance with Law. The Investor's trading activities with respect to shares of the Company's Common Stock will be in compliance with all applicable state and federal securities laws, rules and regulations and rules and regulations of the Principal Market on which the Company's Common Stock is listed. Without limiting the generality of the foregoing, the Investor agrees that it will, whenever required by federal securities laws, deliver the prospectus included in the Registration Statement to any purchaser of Put Shares from the Investor. Section 5.2 SEC Information and Filings. Each Investor shall promptly furnish to the Company, upon its request, such information or other items as it may reasonably request in order to determine if such information or items, or summary descriptions thereof, are necessary or desirable to include in any SEC Document to be filed by the Company, and each Investor shall timely prepare and file with the SEC (and, if applicable, any state securities agency) all such forms, reports and other items as may be necessary in connection with such Investor's ownership of the Shares. Section 5.3 No Short Sales. The Investor and its affiliates shall not engage in short sales of the Company's Common Stock (as defined in applicable SEC and NASD rules) during the Commitment Period and for a period of 12 months thereafter.

ARTICLE V COVENANTS OF THE INVESTOR Investor covenants with the Company that: Section 5.1 Compliance with Law. The Investor's trading activities with respect to shares of the Company's Common Stock will be in compliance with all applicable state and federal securities laws, rules and regulations and rules and regulations of the Principal Market on which the Company's Common Stock is listed. Without limiting the generality of the foregoing, the Investor agrees that it will, whenever required by federal securities laws, deliver the prospectus included in the Registration Statement to any purchaser of Put Shares from the Investor. Section 5.2 SEC Information and Filings. Each Investor shall promptly furnish to the Company, upon its request, such information or other items as it may reasonably request in order to determine if such information or items, or summary descriptions thereof, are necessary or desirable to include in any SEC Document to be filed by the Company, and each Investor shall timely prepare and file with the SEC (and, if applicable, any state securities agency) all such forms, reports and other items as may be necessary in connection with such Investor's ownership of the Shares. Section 5.3 No Short Sales. The Investor and its affiliates shall not engage in short sales of the Company's Common Stock (as defined in applicable SEC and NASD rules) during the Commitment Period and for a period of 12 months thereafter. ARTICLE VI COVENANTS OF THE COMPANY Section 6.1 Registration Rights. The Company shall cause the Registration Rights Agreement to remain in full force and effect and the Company shall comply in all material respects with the terms thereof. Section 6.2 Listing of Common Stock. The Company hereby agrees to maintain the listing of the Common Stock on a Principal Market, and as soon as practicable (but in any event prior to the commencement of the Commitment Period) to list the Put Shares and the Warrant Shares. The Company further agrees, if the Company applies to have the Common Stock traded on any other Principal Market, it will include in such application the Put Shares and the Warrant Shares and will take such other action as is necessary or desirable in the opinion of the investor to cause the Common Stock to be listed on such other Principal Market as promptly as possible. The Company will take all action to continue the listing and trading of its Common Stock on the Principal Market (including, without limitation, maintaining sufficient net tangible assets) and will comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Principal Market and shall provide Investor with copies of any correspondence to or from such Principal Market which questions or threatens delisting of the Common Stock, within one Trading Day of the Company's receipt thereof. 16 Section 6.3 Exchange Act Registration. The Company will cause its Common Stock to continue to be registered under Section 12(g) or 12(b) of the Exchange Act, will use its best efforts to comply in all respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under said Act. Section 6.4 Legends. The certificates evidencing the Common Stock to be sold to the Investor shall be free of restrictive legends. Section 6.5 Corporate Existence. The Company will take all steps necessary to preserve and continue the corporate existence of the Company. Section 6.6 Additional SEC Documents. During the Commitment Period, the Company will deliver to the

Section 6.3 Exchange Act Registration. The Company will cause its Common Stock to continue to be registered under Section 12(g) or 12(b) of the Exchange Act, will use its best efforts to comply in all respects with its reporting and filing obligations under the Exchange Act, and will not take any action or file any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under said Act. Section 6.4 Legends. The certificates evidencing the Common Stock to be sold to the Investor shall be free of restrictive legends. Section 6.5 Corporate Existence. The Company will take all steps necessary to preserve and continue the corporate existence of the Company. Section 6.6 Additional SEC Documents. During the Commitment Period, the Company will deliver to the Investor, as and when the originals thereof are submitted to the SEC for filing, copies of all SEC Documents so furnished or submitted to the SEC, or else notify the Investor that such documents are available on the EDGAR system. Section 6.7 Notice of Certain Events Affecting Registration; Suspension of Right to Make a Put. The Company will immediately notify the Investor upon the occurrence of any of the following events in respect of a registration statement or related prospectus in respect of an offering of Registrable Securities; (i) receipt of any request for additional information from the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement the response to which would require any amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in the Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the Registration Statement would be appropriate; and the Company will promptly make available to the Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Put Notice during the continuation of any of the foregoing events. Section 6.8 Expectations Regarding Put Notices. Within ten (10) days after the commencement of each calendar quarter occurring subsequent to the commencement of the Commitment Period, the Company must notify the Investor, in writing, as to its reasonable expectations as to the dollar amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate and 17

shall in no way obligate the Company to raise such amount, or any amount, or otherwise limit its ability to deliver Put Notices. The failure by the Company to comply with this provision can be cured by the Company's notifying the Investor, in writing, at any time as to its reasonable expectations with respect to the current calendar quarter. Section 6.9 Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement.

shall in no way obligate the Company to raise such amount, or any amount, or otherwise limit its ability to deliver Put Notices. The failure by the Company to comply with this provision can be cured by the Company's notifying the Investor, in writing, at any time as to its reasonable expectations with respect to the current calendar quarter. Section 6.9 Consolidation; Merger. The Company shall not, at any time after the date hereof, effect any merger or consolidation of the Company with or into, or a transfer of all or substantially all of the assets of the Company to, another entity (a "Consolidation Event") unless the resulting successor or acquiring entity (if not the Company) assumes by written instrument or by operation of law the obligation to deliver to the Investor such shares of stock and/or securities as the Investor is entitled to receive pursuant to this Agreement. Section 6.10 Limitation on Future Financing. The Company agrees that it will not enter into any sale of its securities for cash at a discount to its then-current closing price during the Commitment Period without the prior approval of the Investor, which will not be unreasonably withheld, or, without first offering to the Investor the right of first refusal, to elect to participate, in such subsequent transaction. Such right of first refusal must be exercised in writing within seven (7) Trading Days of the Investor's receipt of notice of the proposed terms of such financing. This limitation shall not prohibit the Company from a) entering into any sale of securities pursuant to any presently existing employee benefit plan which plan has been approved by the Company's stockholders, or, b) offering securities pursuant to any compensatory plan for a full-time employee or key consultant, but the Company shall not be allowed to enter into any sale under any other equity-based line of credit. Conditions Precedent to the Obligation of the Company to Issue and Sell Common Stock. The obligation hereunder of the Company to issue and sell the Put Shares to the Investor incident to each Closing is subject to the satisfaction, at or before each such Closing, of each of the conditions set forth below. (a) Accuracy of the Investor's Representation and Warranties. The representations and warranties of the Investor shall be true and correct in all material respects as of the date of this Agreement and as of the date of each such Closing as though made at each such time. (b) Performance by the Investor. The Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to such Closing, and Investor shall provide a certificate to the Company, substantially in the form of that delivered by the Investor. Section 6.11 Conditions Precedent to the Right of the Company to Deliver a Put Notice and the Obligation of the Investor to Purchase Put Shares. The right of the Company to deliver a Put Notice and the obligation of Investor hereunder to acquire and pay for the Put Shares incident to a Closing is subject to the satisfaction, on both (i) the date of delivery of such Put Notice and (ii) the applicable Closing Date (each a "Condition Satisfaction Date"), of each of the following conditions: 18 (a) Closing Certificate. All representations and warranties of the Company contained herein shall remain true and correct as of the Closing Date as though made as of such date and the Company shall have delivered into escrow an Officer's Certificate signed by its Chief Executive Officer certifying that all of the Company's representations and warranties herein remain true and correct as of the Closing Date and that the Company has performed all covenants and satisfied all conditions to be performed or satisfied by the Company prior to such Closing; (b) Blue Sky. The Company shall have obtained all permits and qualifications required by at least five (5) states for the offer and sale of the Common Stock to the Investor and by the Investor as set forth in the Registration Rights Agreement or shall have the availability of exemptions therefrom; (c) Delivery of Put Shares. Delivery into escrow or to DTC of the Put Shares; (d) Opinion of Counsel. Receipt by the Investor of an opinion of counsel to the Company, in the form of Exhibit D hereto; and (e) Transfer Agent. Delivery to the Company's transfer agent of instructions to such transfer agent in form and

(a) Closing Certificate. All representations and warranties of the Company contained herein shall remain true and correct as of the Closing Date as though made as of such date and the Company shall have delivered into escrow an Officer's Certificate signed by its Chief Executive Officer certifying that all of the Company's representations and warranties herein remain true and correct as of the Closing Date and that the Company has performed all covenants and satisfied all conditions to be performed or satisfied by the Company prior to such Closing; (b) Blue Sky. The Company shall have obtained all permits and qualifications required by at least five (5) states for the offer and sale of the Common Stock to the Investor and by the Investor as set forth in the Registration Rights Agreement or shall have the availability of exemptions therefrom; (c) Delivery of Put Shares. Delivery into escrow or to DTC of the Put Shares; (d) Opinion of Counsel. Receipt by the Investor of an opinion of counsel to the Company, in the form of Exhibit D hereto; and (e) Transfer Agent. Delivery to the Company's transfer agent of instructions to such transfer agent in form and substance reasonably satisfactory to the Investor. (f) Registration of the Common Stock with the SEC. The Registration Statement shall have previously become effective and shall remain effective and available for making resales of the Put Shares and Warrant Shares by the Investor on each Condition Satisfaction Date and (i) neither the Company nor the Investor shall have received notice that the SEC has issued or intends to issue a stop order with respect to the Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened to do so (unless the SEC's concerns have been addressed and the Investor is reasonably satisfied that the SEC no longer is considering or intends to take such action), and (ii) no other suspension of the use or withdrawal of the effectiveness of the Registration Statement or related prospectus shall exist. (g) Authority. The Company will satisfy all laws and regulations pertaining to the sale and issuance of the Put Shares. (h) Performance by the Company. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement, the Registration Rights Agreement and the Escrow Agreement to be performed, satisfied or complied with by the Company at or prior to each Condition Satisfaction Date. (i) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits or directly and adversely affects any of the transactions contemplated by this Agreement, and no proceeding shall have been commenced that may have the effect of prohibiting or adversely affecting any of the transactions contemplated by this Agreement. 19 (j) Adverse Changes. Since the date of filing of the Company's most recent SEC Document, no event that had or is reasonably likely to have a Material Adverse Effect has occurred. (k) No Suspension of Trading In or Delisting of Common Stock. The trading of the Common Stock (including, without limitation, the Put Shares) is not suspended by the SEC or the Principal Market, and the Common Stock (including, without limitation, the Put Shares) shall have been approved for listing or quotation on and shall not have been delisted from the Principal Market. The issuance of shares of Common Stock with respect to the applicable Closing, if any, shall not violate the shareholder approval requirements of the Principal Market. The Company shall not have received any notice threatening to delist the Common Stock from the Principal Market. (l) No Knowledge. The Company has no knowledge of any event more likely than not to have the effect of causing such Registration Statement to be suspended or otherwise ineffective (which event is reasonably likely to occur within the thirty (30) Trading Days following the Trading Day on which such Notice is deemed delivered). (m) Trading Cushion. The Trading Cushion shall have elapsed since the next preceding Put Date.

(j) Adverse Changes. Since the date of filing of the Company's most recent SEC Document, no event that had or is reasonably likely to have a Material Adverse Effect has occurred. (k) No Suspension of Trading In or Delisting of Common Stock. The trading of the Common Stock (including, without limitation, the Put Shares) is not suspended by the SEC or the Principal Market, and the Common Stock (including, without limitation, the Put Shares) shall have been approved for listing or quotation on and shall not have been delisted from the Principal Market. The issuance of shares of Common Stock with respect to the applicable Closing, if any, shall not violate the shareholder approval requirements of the Principal Market. The Company shall not have received any notice threatening to delist the Common Stock from the Principal Market. (l) No Knowledge. The Company has no knowledge of any event more likely than not to have the effect of causing such Registration Statement to be suspended or otherwise ineffective (which event is reasonably likely to occur within the thirty (30) Trading Days following the Trading Day on which such Notice is deemed delivered). (m) Trading Cushion. The Trading Cushion shall have elapsed since the next preceding Put Date. (n) Other. On each Condition Satisfaction Date, the Investor shall have received and been reasonably satisfied with such other certificates and documents as shall have been reasonably requested by the Investor in order for the Investor to confirm the Company's satisfaction of the conditions set forth in this Section 7.2. ARTICLE VII DUE DILIGENCE REVIEW; NON-DISCLOSURE OF NON-PUBLIC INFORMATION. Section 7.1 Due Diligence Review. The Company shall make available for inspection and review by the Investor, advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), any underwriter participating in any disposition of the Registrable Securities on behalf of the Investor pursuant to the Registration Statement, any such registration statement or amendment or supplement thereto or any blue sky, NASD or other filing, all SEC Documents and other filings with the SEC, and all other publicly available corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such publicly available information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all 20

questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Section 7.2 Non-Disclosure of Non-Public Information. (a) The Company shall not disclose non-public information to the Investor, advisors to or representatives of the Investor unless prior to disclosure of such information the Company identifies such information as being nonpublic information and provides the Investor, such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. The Company may, as a condition to disclosing any nonpublic information hereunder, require the Investor's advisors and representatives to enter into a confidentiality agreement in form reasonably satisfactory to the Company and the Investor. (b) The Company represents that it does not disseminate non-public information to any investors who purchase stock in the Company in a public offering, to money managers or to securities analysts, provided, however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Investor and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting non-public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the

questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Section 7.2 Non-Disclosure of Non-Public Information. (a) The Company shall not disclose non-public information to the Investor, advisors to or representatives of the Investor unless prior to disclosure of such information the Company identifies such information as being nonpublic information and provides the Investor, such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. The Company may, as a condition to disclosing any nonpublic information hereunder, require the Investor's advisors and representatives to enter into a confidentiality agreement in form reasonably satisfactory to the Company and the Investor. (b) The Company represents that it does not disseminate non-public information to any investors who purchase stock in the Company in a public offering, to money managers or to securities analysts, provided, however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Investor and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting non-public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration Statement would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements, therein in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 8.2 shall be construed to mean that such persons or entities other than the Investor (without the written consent of the Investor prior to disclosure of such information) may not obtain non-public information in the course of conducting due diligence in accordance with the terms of this Agreement and nothing herein shall prevent any such persons or entities from notifying the Company of their opinion that based on such due diligence by such persons or entities, that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading. ARTICLE VIII TRANSFER AGENT INSTRUCTIONS Section 8.1 Transfer Agent Instructions. Upon each Closing, the Company will issue to the transfer agent for its Common Stock (and to any substitute or replacement transfer agent for its Common Stock upon the Company's appointment of any such substitute or replacement transfer agent) instructions to deliver the Put Shares without restrictive legends to the Escrow Agent. 21 Section 8.2 No Legend or Stock Transfer Restrictions. No legend shall be placed on the share certificates representing the Put Shares and no instructions or "stop transfer orders," so called, "stock transfer restrictions," or other restrictions have been or shall be given to the Company's transfer agent with respect thereto. Section 8.3 Investor's Compliance. Nothing in this Article shall affect in any way the Investor's obligations under any agreement to comply with all applicable securities laws upon resale of the Put Shares. ARTICLE IX CHOICE OF LAW Section 9.1 Governing Law/Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made in New York by persons domiciled in New York City and without regard to its principles of conflicts of laws. Any dispute under this Agreement or any Exhibit attached hereto shall be submitted to arbitration under the American Arbitration Association (the "AAA")

Section 8.2 No Legend or Stock Transfer Restrictions. No legend shall be placed on the share certificates representing the Put Shares and no instructions or "stop transfer orders," so called, "stock transfer restrictions," or other restrictions have been or shall be given to the Company's transfer agent with respect thereto. Section 8.3 Investor's Compliance. Nothing in this Article shall affect in any way the Investor's obligations under any agreement to comply with all applicable securities laws upon resale of the Put Shares. ARTICLE IX CHOICE OF LAW Section 9.1 Governing Law/Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made in New York by persons domiciled in New York City and without regard to its principles of conflicts of laws. Any dispute under this Agreement or any Exhibit attached hereto shall be submitted to arbitration under the American Arbitration Association (the "AAA") in New York City, New York, and shall be finally and conclusively determined by the decision of a board of arbitration consisting of three (3) members (hereinafter referred to as the "Board of Arbitration") selected as according to the rules governing the AAA. The Board of Arbitration shall meet on consecutive business days in New York City, New York, and shall reach and render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to the amount, if any, which the losing party is required to pay to the other party in respect of a claim filed. In connection with rendering its decisions, the Board of Arbitration shall adopt and follow the laws of the State of New York. To the extent practical, decisions of the Board of Arbitration shall be rendered no more than thirty (30) calendar days following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to all parties involved in the dispute. The Board of Arbitration shall be authorized and is directed to enter a default judgment against any party refusing to participate in the arbitration proceeding within thirty days of any deadline for such participation. Any decision made by the Board of Arbitration (either prior to or after the expiration of such thirty (30) calendar day period) shall be final, binding and conclusive on the parties to the dispute, and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The prevailing party shall be awarded its costs, including attorneys' fees, from the non-prevailing party as part of the arbitration award. Any party shall have the right to seek injunctive relief from any court of competent jurisdiction in any case where such relief is available. The prevailing party in such injunctive action shall be awarded its costs, including attorney's fees, from the non-prevailing party. ARTICLE X ASSIGNMENT Section 10.1 Assignment. Neither this Agreement nor any rights of the Investor or the Company hereunder may be assigned by either party to any other person except by operation of law. Notwithstanding the foregoing, upon the prior written consent of the Company, which consent shall not unreasonably be withheld or delayed in the case of an assignment to an affiliate of the Investor, the 22

Investor's interest in this Agreement may be assigned at any time, in whole or in part, to any other person or entity (including any affiliate of the Investor) who agrees to make the representations and warranties contained in Article III and who agrees to be bound hereby. ARTICLE XI NOTICES Section 11.1 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written

Investor's interest in this Agreement may be assigned at any time, in whole or in part, to any other person or entity (including any affiliate of the Investor) who agrees to make the representations and warranties contained in Article III and who agrees to be bound hereby. ARTICLE XI NOTICES Section 11.1 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by reputable courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:
If to Worldwide Wireless Networks, Inc.: 770 The City Drive South, Suite 3700 Orange, CA 92868 Attn: Jack Tortorice Telephone: (714) 937-5500 Facsimile:

With a copy to: (shall not constitute notice) notice) to:

Feldhake, August & Roquemore 600 Anton Boulevard, Suite 1730 Costa Mesa, CA 92626 Attention: Kenneth S. August, Esq. Telephone: (714) 438-3885 Facsimile: (714) 438-3888 c/o Dr. Dr. Batliner & Partner Aeulestrasse 74 FL-9490 Vaduz, Liechtenstein Attention: Hans Gassner Telephone: Facsimile: 011-075-231-0405

if to the Investor:

23
with a copy to: (shall not constitute notice) Robert F. Charron, Esq. Epstein Becker & Green, P.C. 250 Park Avenue New York, New York Telephone: (212) 351-4500 Facsimile: (212) 661-0989

Either party hereto may from time to time change its address or facsimile number for notices under this Section 12.1 by giving at least ten (10) days' prior written notice of such changed address or facsimile number to the other party hereto. ARTICLE XII MISCELLANEOUS Section 12.1 Counterparts/ Facsimile/ Amendments. This Agreement may be executed in multiple counterparts, each of which may be executed by less than all of the parties and shall be deemed to be an original instrument

with a copy to: (shall not constitute notice)

Robert F. Charron, Esq. Epstein Becker & Green, P.C. 250 Park Avenue New York, New York Telephone: (212) 351-4500 Facsimile: (212) 661-0989

Either party hereto may from time to time change its address or facsimile number for notices under this Section 12.1 by giving at least ten (10) days' prior written notice of such changed address or facsimile number to the other party hereto. ARTICLE XII MISCELLANEOUS Section 12.1 Counterparts/ Facsimile/ Amendments. This Agreement may be executed in multiple counterparts, each of which may be executed by less than all of the parties and shall be deemed to be an original instrument which shall be enforceable against the parties actually executing such counterparts and all of which together shall constitute one and the same instrument. Except as otherwise stated herein, in lieu of the original documents, a facsimile transmission or copy of the original documents shall be as effective and enforceable as the original. This Agreement may be amended only by a writing executed by all parties. Section 12.2 Entire Agreement. This Agreement, the Exhibits hereto, which include, but are not limited to the Escrow Agreement, the Registration Rights Agreement and the Warrants, set forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written relating to the subject matter hereof. The terms and conditions of all Exhibits to this Agreement are incorporated herein by this reference and shall constitute part of this Agreement as is fully set forth herein. Section 12.3 Survival; Severability. The representations, warranties, covenants and agreements of the parties hereto shall survive each Closing hereunder. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party. Section 12.4 Title and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. Section 12.5 Reporting Entity for the Common Stock. The reporting entity relied upon for the determination of the trading price or trading volume of the Common Stock on any given Trading Day for the purposes of this Agreement shall be Bloomberg, L.P. or any successor thereto. The written mutual consent of the Investor and the Company shall be required to employ any other reporting entity. 24 Section 12.6 Replacement of Certificates. Upon (i) receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of a certificate representing the Put Shares and (ii) in the case of any such loss, theft or destruction of such certificate, upon delivery of an indemnity agreement or security reasonably satisfactory in form and amount to the Company (which shall not exceed that required by the Company's transfer agent in the ordinary course) or (iii) in the case of any such mutilation, on surrender and cancellation of such certificate, the Company at its expense will execute and deliver, in lieu thereof, a new certificate of like tenor. Section 12.7 Fees and Expenses. Each of the Company and the Investors agrees to pay its own expenses incident to the performance of its obligations hereunder, except that the Company shall pay the fees, expenses and disbursements of Investors' counsel in the amount of $1,500 per Closing of a Put. Section 12.8 Brokerage. Each of the parties hereto represents that it has had no dealings in connection with this transaction with any finder or broker who will demand payment of any fee or commission from the other party other than Triton West Group, Inc. whose fee shall be paid by the Company. The Company on the one hand,

Section 12.6 Replacement of Certificates. Upon (i) receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of a certificate representing the Put Shares and (ii) in the case of any such loss, theft or destruction of such certificate, upon delivery of an indemnity agreement or security reasonably satisfactory in form and amount to the Company (which shall not exceed that required by the Company's transfer agent in the ordinary course) or (iii) in the case of any such mutilation, on surrender and cancellation of such certificate, the Company at its expense will execute and deliver, in lieu thereof, a new certificate of like tenor. Section 12.7 Fees and Expenses. Each of the Company and the Investors agrees to pay its own expenses incident to the performance of its obligations hereunder, except that the Company shall pay the fees, expenses and disbursements of Investors' counsel in the amount of $1,500 per Closing of a Put. Section 12.8 Brokerage. Each of the parties hereto represents that it has had no dealings in connection with this transaction with any finder or broker who will demand payment of any fee or commission from the other party other than Triton West Group, Inc. whose fee shall be paid by the Company. The Company on the one hand, and the Investor, on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any person claiming brokerage commissions or finder's fees on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby. Section 12.9 Publicity. The Company agrees that it will not issue any press release or other public announcement of the transactions contemplated by this Agreement without the prior consent of the Investor, which shall not be unreasonably withheld nor delayed by more than two (2) Trading Days from its receipt of such proposed release; provided, however, that if the Company is advised by its outside counsel that it is required by law or the applicable rules of any Principal Market to issue any such press release or public announcement, then, it may do so without the prior consent of the Investor, although it shall be required to provide prior notice (which may be by telephone) to the Investor that it intends to issue such press release or public announcement. No release shall name the Investor without its express consent. Section 12.10 Effectiveness of Agreement. This Agreement shall become effective only upon satisfaction of the conditions precedent to the Initial Closing set forth in Article I of the Escrow Agreement. 25

IN WITNESS WHEREOF, the parties hereto have caused this Private Equity Line of Credit Agreement to be executed by the undersigned, thereunto duly authorized, as of the date first set forth above. Dated: June ___, 2000 WORLDWIDE WIRELESS NETWORKS, INC.
By: /s/ Jack Tortorice --------------------Jack Tortorice Chairman & CEO

WHITSEND INVESTMENTS LIMITED
By: /s/ Hans Gassner --------------------Hans Gassner Authorized Signatory

REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of the 19th day of June, 2000, between Whitsend

IN WITNESS WHEREOF, the parties hereto have caused this Private Equity Line of Credit Agreement to be executed by the undersigned, thereunto duly authorized, as of the date first set forth above. Dated: June ___, 2000 WORLDWIDE WIRELESS NETWORKS, INC.
By: /s/ Jack Tortorice --------------------Jack Tortorice Chairman & CEO

WHITSEND INVESTMENTS LIMITED
By: /s/ Hans Gassner --------------------Hans Gassner Authorized Signatory

REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of the 19th day of June, 2000, between Whitsend Investments Limited ("Holder") and Worldwide Wireless Networks, Inc., a corporation incorporated under the laws of the State of Nevada (the "Company"). WHEREAS, simultaneously with the execution and delivery of this Agreement, pursuant to a Private Equity Line of Credit Agreement between the Company and the Investor dated the date hereof (the "Purchase Agreement") the Holder has committed to purchase up to $20,000,000 of the Company's Common Stock (terms not defined herein shall have the meanings ascribed to them in the Purchase Agreement); and WHEREAS, the Company desires to grant to the Holder the registration rights set forth herein with respect to the Put Shares and the Blackout Shares issuable upon exercise of the Company's Put rights from time to time and the Warrant Shares (hereinafter referred to as the "Put Shares" or "Stock" or "Securities" of the Company). NOW, THEREFORE, the parties hereto mutually agree as follows: Section 1. Registrable Securities. As used herein the term "Registrable Security" means the Securities until the earlier to occur of (i) all Put Shares and Warrant Shares have been disposed of pursuant to the Registration Statement, (ii) all Put Shares and Warrant Shares have been sold under circumstances under which all of the applicable conditions of Rule 144 (or any similar provision then in force) under the Securities Act ("Rule 144") are met, (iii) all Put Shares and Warrant Shares have been otherwise transferred to persons who may trade such Securities without restriction under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for such Put Shares and Warrant Shares not bearing a restrictive legend or (iv) such time as, in the opinion of counsel to the Company, all Put Shares and Warrant Shares may be sold without any time, volume or manner limitations pursuant to Rule 144(k) (or any similar provision then in effect) under the Securities Act. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be deemed to be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Agreement. Section 2. Restrictions on Transfer. The Holder acknowledges and understands that in the absence of an effective Registration Statement authorizing the resale of the Securities as provided herein, the Securities are "restricted securities" as defined in Rule 144 promulgated under the Act. The Holder understands that no disposition or transfer of the Securities may be made by Holder in the absence of (i) an opinion of counsel to the Holder, in

REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of the 19th day of June, 2000, between Whitsend Investments Limited ("Holder") and Worldwide Wireless Networks, Inc., a corporation incorporated under the laws of the State of Nevada (the "Company"). WHEREAS, simultaneously with the execution and delivery of this Agreement, pursuant to a Private Equity Line of Credit Agreement between the Company and the Investor dated the date hereof (the "Purchase Agreement") the Holder has committed to purchase up to $20,000,000 of the Company's Common Stock (terms not defined herein shall have the meanings ascribed to them in the Purchase Agreement); and WHEREAS, the Company desires to grant to the Holder the registration rights set forth herein with respect to the Put Shares and the Blackout Shares issuable upon exercise of the Company's Put rights from time to time and the Warrant Shares (hereinafter referred to as the "Put Shares" or "Stock" or "Securities" of the Company). NOW, THEREFORE, the parties hereto mutually agree as follows: Section 1. Registrable Securities. As used herein the term "Registrable Security" means the Securities until the earlier to occur of (i) all Put Shares and Warrant Shares have been disposed of pursuant to the Registration Statement, (ii) all Put Shares and Warrant Shares have been sold under circumstances under which all of the applicable conditions of Rule 144 (or any similar provision then in force) under the Securities Act ("Rule 144") are met, (iii) all Put Shares and Warrant Shares have been otherwise transferred to persons who may trade such Securities without restriction under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for such Put Shares and Warrant Shares not bearing a restrictive legend or (iv) such time as, in the opinion of counsel to the Company, all Put Shares and Warrant Shares may be sold without any time, volume or manner limitations pursuant to Rule 144(k) (or any similar provision then in effect) under the Securities Act. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be deemed to be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Agreement. Section 2. Restrictions on Transfer. The Holder acknowledges and understands that in the absence of an effective Registration Statement authorizing the resale of the Securities as provided herein, the Securities are "restricted securities" as defined in Rule 144 promulgated under the Act. The Holder understands that no disposition or transfer of the Securities may be made by Holder in the absence of (i) an opinion of counsel to the Holder, in form and substance reasonably satisfactory to the Company and its counsel, that such transfer may be made without registration under the Securities Act or (ii) such registration.

With a view to making available to the Holder the benefits of Rule 144 under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit the Holder to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees to: (a) comply with the provisions of paragraph (c)(1) of Rule 144; and (b) file with the Commission in a timely manner all reports and other documents required to be filed by the Company pursuant to Section 13 or 15(d) under the Exchange Act; and, if at any time it is not required to file such reports but in the past had been required to or did file such reports, it will, upon the request of any Holder, make available other information as required by, and so long as necessary to permit sales of, its Registrable Securities pursuant to Rule 144. Section 3. Registration Rights With Respect to the Securities. (a) The Company agrees that it will prepare and file with the Securities and Exchange Commission ("Commission"), within forty-five (45) days after the date hereof, a registration statement (on Form S-1, S-3, or other appropriate form of registration statement) under the Securities Act (the "Registration Statement"), at the

With a view to making available to the Holder the benefits of Rule 144 under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit the Holder to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees to: (a) comply with the provisions of paragraph (c)(1) of Rule 144; and (b) file with the Commission in a timely manner all reports and other documents required to be filed by the Company pursuant to Section 13 or 15(d) under the Exchange Act; and, if at any time it is not required to file such reports but in the past had been required to or did file such reports, it will, upon the request of any Holder, make available other information as required by, and so long as necessary to permit sales of, its Registrable Securities pursuant to Rule 144. Section 3. Registration Rights With Respect to the Securities. (a) The Company agrees that it will prepare and file with the Securities and Exchange Commission ("Commission"), within forty-five (45) days after the date hereof, a registration statement (on Form S-1, S-3, or other appropriate form of registration statement) under the Securities Act (the "Registration Statement"), at the sole expense of the Company (except as provided in Section 3(c) hereof), so as to permit a public offering and resale of the Securities under the Act by Holder. The Company shall use its reasonable best efforts to cause the Registration Statement to become effective within ninety (90) days from the date hereof, or, if earlier, within five (5) days of SEC clearance to request acceleration of effectiveness. The Company shall receive an additional thirty (30) days (without penalty hereunder) to cause the Registration Statement to become effective in the event that the SEC requests review of the Registration Statement. If the Registration Statement is not declared effective by December 1, 2000, this Agreement and the Purchase Agreement may be terminated in accordance with the terms of the Purchase. The number of shares designated in the Registration Statement to be registered shall be at such number of shares as the Investor reasonably expects to issue pursuant to this Agreement (including the Warrant Shares and Blackout Shares) and shall include appropriate language regarding reliance upon Rule 416 to the extent permitted by the Commission. The Company will notify Holder of the effectiveness of the Registration Statement within twenty-four (24) hours of such an event. (b) The Company will maintain the Registration Statement or post-effective amendment filed under this Section 3 hereof effective under the Securities Act until the earlier of (i) the date that none of the Securities are or may become issued and outstanding, (ii) the date that all of the Securities have been sold pursuant to the Registration Statement, (iii) the date the holders thereof receive an opinion of counsel to the Company, which counsel shall be reasonably acceptable to the Holder, that the Securities may be sold under the provisions of Rule 144 without limitation as to volume, (iv) all Securities have been otherwise transferred to persons who may trade such shares without restriction under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for such securities not bearing a restrictive legend, or (v) all Securities may be sold without any time, volume or manner limitations pursuant to Rule 144(k) or any similar provision then in effect under the Securities Act in the opinion of counsel to the Company, which counsel shall be reasonably acceptable to the Holder (the "Effectiveness Period").

(c) All fees, disbursements and out-of-pocket expenses and costs incurred by the Company in connection with the preparation and filing of the Registration Statement under subparagraph 3(a) and in complying with applicable securities and Blue Sky laws (including, without limitation, all attorneys' fees of the Company) shall be borne by the Company. The Holder shall bear the cost of underwriting and/or brokerage discounts, fees and commissions, if any, applicable to the Securities being registered and the fees and expenses of its counsel. The Holder and its counsel shall have a reasonable period, not to exceed ten (10) Trading Days, to review the proposed Registration Statement or any amendment thereto, prior to filing with the Commission, and the Company shall provide each Holder with copies of any comment letters received from the Commission with respect thereto within two (2) Trading Days of receipt thereof. The Company shall make reasonably available for inspection by Holder, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant or other agent retained by such Holder or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause the Company's officers, directors and employees to supply all information reasonably requested by such Holder or any such underwriter,

(c) All fees, disbursements and out-of-pocket expenses and costs incurred by the Company in connection with the preparation and filing of the Registration Statement under subparagraph 3(a) and in complying with applicable securities and Blue Sky laws (including, without limitation, all attorneys' fees of the Company) shall be borne by the Company. The Holder shall bear the cost of underwriting and/or brokerage discounts, fees and commissions, if any, applicable to the Securities being registered and the fees and expenses of its counsel. The Holder and its counsel shall have a reasonable period, not to exceed ten (10) Trading Days, to review the proposed Registration Statement or any amendment thereto, prior to filing with the Commission, and the Company shall provide each Holder with copies of any comment letters received from the Commission with respect thereto within two (2) Trading Days of receipt thereof. The Company shall make reasonably available for inspection by Holder, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant or other agent retained by such Holder or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause the Company's officers, directors and employees to supply all information reasonably requested by such Holder or any such underwriter, attorney, accountant or agent in connection with the Registration Statement, in each case, as is customary for similar due diligence examinations; provided, however, that all records, information and documents that are designated in writing by the Company, in good faith, as confidential, proprietary or containing any material nonpublic information shall be kept confidential by such Holder and any such underwriter, attorney, accountant or agent (pursuant to an appropriate confidentiality agreement in the case of any such Holder or agent), unless such disclosure is made pursuant to judicial process in a court proceeding (after first giving the Company an opportunity promptly to seek a protective order or otherwise limit the scope of the information sought to be disclosed) or is required by law, or such records, information or documents become available to the public generally or through a third party not in violation of an accompanying obligation of confidentiality; and provided further that, if the foregoing inspection and information gathering would otherwise disrupt the Company's conduct of its business, such inspection and information gathering shall, to the maximum extent possible, be coordinated on behalf of the Holder and the other parties entitled thereto by one firm of counsel designed by and on behalf of the majority in interest of Holder and other parties. The Company shall qualify any of the securities for sale in such states as such Holder reasonably designates and shall furnish indemnification in the manner provided in Section 6 hereof. However, the Company shall not be required to qualify in any state which will require an escrow or other restriction relating to the Company and/or the sellers, or which will require the Company to qualify to do business in such state or require the Company to file therein any general consent to service of process. The Company at its expense will supply the Holder with copies of the Registration Statement and the prospectus included therein and other related documents in such quantities as may be reasonably requested by the Holder.

(d) The Company shall not be required by this Section 3 to include a Holder's Securities in any Registration Statement which is to be filed if, in the opinion of counsel for both the Holder and the Company (or, should they not agree, in the opinion of another counsel experienced in securities law matters acceptable to counsel for the Holder and the Company) the proposed offering or other transfer as to which such registration is requested is exempt from applicable federal and state securities laws and would result in all purchasers or transferees obtaining securities which are not "restricted securities", as defined in Rule 144 under the Securities Act. (e) No provision contained herein shall preclude the Company from selling securities pursuant to any Registration Statement in which it is required to include Securities pursuant to this Section 3. (f) If at any time or from time to time after the effective date of the Registration Statement, the Company notifies the Holder in writing of the existence of a Potential Material Event (as defined in Section 3(g) below), the Holder shall not offer or sell any Securities or engage in any other transaction involving or relating to Securities, from the time of the giving of notice with respect to a Potential Material Event until such Holder receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; provided, however, that if the Company so suspends the right to such holders of Securities for more than thirty (30) days in the aggregate during any twelve month period, during the periods the Registration Statement is required to be in effect such excess periods shall be a Registration Default, and shall entitle the Investor to receive Blackout Shares as provided in the Purchase Agreement. If a Potential Material Event shall occur prior to the date the Registration Statement is filed, then the Company's obligation to file the Registration Statement shall be delayed without penalty for not more than thirty (30) days. The Company must give Holder notice in writing at least two (2) Trading Days prior to the first day of the blackout period, if lawful to do so. (g) "Potential Material Event" means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement, as determined in good faith by the

(d) The Company shall not be required by this Section 3 to include a Holder's Securities in any Registration Statement which is to be filed if, in the opinion of counsel for both the Holder and the Company (or, should they not agree, in the opinion of another counsel experienced in securities law matters acceptable to counsel for the Holder and the Company) the proposed offering or other transfer as to which such registration is requested is exempt from applicable federal and state securities laws and would result in all purchasers or transferees obtaining securities which are not "restricted securities", as defined in Rule 144 under the Securities Act. (e) No provision contained herein shall preclude the Company from selling securities pursuant to any Registration Statement in which it is required to include Securities pursuant to this Section 3. (f) If at any time or from time to time after the effective date of the Registration Statement, the Company notifies the Holder in writing of the existence of a Potential Material Event (as defined in Section 3(g) below), the Holder shall not offer or sell any Securities or engage in any other transaction involving or relating to Securities, from the time of the giving of notice with respect to a Potential Material Event until such Holder receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; provided, however, that if the Company so suspends the right to such holders of Securities for more than thirty (30) days in the aggregate during any twelve month period, during the periods the Registration Statement is required to be in effect such excess periods shall be a Registration Default, and shall entitle the Investor to receive Blackout Shares as provided in the Purchase Agreement. If a Potential Material Event shall occur prior to the date the Registration Statement is filed, then the Company's obligation to file the Registration Statement shall be delayed without penalty for not more than thirty (30) days. The Company must give Holder notice in writing at least two (2) Trading Days prior to the first day of the blackout period, if lawful to do so. (g) "Potential Material Event" means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement, as determined in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement would be detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be adversely affected by disclosure in a registration statement at such time, which determination shall be accompanied by a good faith determination by the Chief Executive Officer or the Board of Directors of the Company that the Registration Statement would be materially misleading absent the inclusion of such information. Section 4. Cooperation with Company. Holder will cooperate with the Company in all respects in connection with this Agreement, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Holder and proposed manner of sale of the Registrable Securities required to be disclosed in the Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Registrable Securities and entering into and performing its obligations under any underwriting agreement, if the offering is an underwritten offering, in usual and customary form, with the managing underwriter or underwriters of such underwritten offering. The Holder consents to be named as a statutory underwriter in the Registration Statement. Section 5. Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Holder's assistance and cooperation as reasonably required: (a) (i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Act with respect to the sale or other disposition of all securities covered by such registration statement whenever the Holder of such Registrable Securities shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, not misleading and (B) the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not

misleading. (b) (i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Holders and reflect in such documents all such comments as the Holders (and their counsel) reasonably may propose and (ii) furnish to each Holder such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Act, and such other documents, as such Holder may reasonably request in order to facilitate the public sale or other disposition of the securities owned by such Holder; (c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Holder shall reasonably request (subject to the limitations set forth in Section 3(d) above), and do any and all other acts and things which may be necessary or advisable to enable each Holder to consummate the public sale or other disposition in such jurisdiction of the securities owned by such Holder, except that the Company shall not for any such purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified or to file therein any general consent to service of process; (d) list such Registrable Securities on the Primary Market, and any other exchange on which the Common Stock of the Company is then listed, if the listing of such Registrable Securities is then permitted under the rules of such exchange; (e) notify each Holder at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Act, of the happening of any event of which it has knowledge as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and the Company shall prepare and file a curative amendment under Section 5(a) as quickly as commercially possible;

(f) as promptly as practicable after becoming aware of such event, notify Holder (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission or any state authority of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, recession or removal of such stop order or other suspension; (g) cooperate with the Holder to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as the Holder reasonably may request and registered in such names as the Holder may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holder) an appropriate instruction and, to the extent necessary, an opinion of such counsel; (h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holder of its Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances; (i) in the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or posteffective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; and (j) maintain a transfer agent and registrar for its Common Stock. Section 6. Indemnification. (a) The Company agrees to indemnify and hold harmless the Holder and each person, if any, who controls the

(f) as promptly as practicable after becoming aware of such event, notify Holder (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission or any state authority of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, recession or removal of such stop order or other suspension; (g) cooperate with the Holder to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as the Holder reasonably may request and registered in such names as the Holder may request; and, within three Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Holder) an appropriate instruction and, to the extent necessary, an opinion of such counsel; (h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holder of its Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances; (i) in the event of an underwritten offering, promptly include or incorporate in a Prospectus supplement or posteffective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; and (j) maintain a transfer agent and registrar for its Common Stock. Section 6. Indemnification. (a) The Company agrees to indemnify and hold harmless the Holder and each person, if any, who controls the Holder within the meaning of the Securities Act ("Distributing Holder") against any losses, claims, damages or liabilities, joint or several (which shall, for all purposes of this Agreement, include, but not be limited to, all reasonable costs of defense and investigation and all reasonable attorneys' fees), to which the Distributing Holder may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, or any related preliminary prospectus, final prospectus or amendment or supplement thereto, or

arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, preliminary prospectus, final prospectus or amendment or supplement thereto in reliance upon, and in conformity with, written information furnished to the Company by the Distributing Holder, specifically for use in the preparation thereof. This Section 6(a) shall not inure to the benefit of any Distributing Holder with respect to any person asserting such loss, claim, damage or liability who purchased the Registrable Securities which are the subject thereof if the Distributing Holder failed to send or give (in violation of the Securities Act or the rules and regulations promulgated thereunder) a copy of the prospectus contained in such Registration Statement to such person at or prior to the written confirmation to such person of the sale of such Registrable Securities, where the Distributing Holder was obligated to do so under the Securities Act or the rules and regulations promulgated thereunder. This indemnity agreement will be in addition to any liability which the Company may otherwise have. Each Distributing Holder agrees that it will indemnify and hold harmless the Company, and each officer, director of the Company or person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages or liabilities (which shall, for all purposes of this Agreement, include, but not be limited to, all reasonable costs of defense and investigation and all reasonable attorneys' fees) to which the Company or any such officer, director or controlling person may become subject under the Securities Act or

arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, preliminary prospectus, final prospectus or amendment or supplement thereto in reliance upon, and in conformity with, written information furnished to the Company by the Distributing Holder, specifically for use in the preparation thereof. This Section 6(a) shall not inure to the benefit of any Distributing Holder with respect to any person asserting such loss, claim, damage or liability who purchased the Registrable Securities which are the subject thereof if the Distributing Holder failed to send or give (in violation of the Securities Act or the rules and regulations promulgated thereunder) a copy of the prospectus contained in such Registration Statement to such person at or prior to the written confirmation to such person of the sale of such Registrable Securities, where the Distributing Holder was obligated to do so under the Securities Act or the rules and regulations promulgated thereunder. This indemnity agreement will be in addition to any liability which the Company may otherwise have. Each Distributing Holder agrees that it will indemnify and hold harmless the Company, and each officer, director of the Company or person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages or liabilities (which shall, for all purposes of this Agreement, include, but not be limited to, all reasonable costs of defense and investigation and all reasonable attorneys' fees) to which the Company or any such officer, director or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, or any related preliminary prospectus, final prospectus or amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, preliminary prospectus, final prospectus or amendment or supplement thereto in reliance upon, and in conformity with, written information furnished to the Company by such Distributing Holder, specifically for use in the preparation thereof. This indemnity agreement will be in addition to any liability which the Distributing Holder may otherwise have. Notwithstanding anything to the contrary herein, the Distributing Investor shall not be liable under this Section 6(b) for any amount in excess of the net proceeds to such Distributing Investor as a result of the sale of Registrable Securities pursuant to the Registration Statement. (b) Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve the indemnifying party from any liability which it may have to any indemnified party except to the extent of actual prejudice demonstrated by the indemnifying party. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in, and, to the extent that it may wish, jointly with

any other indemnifying party similarly notified, assume the defense thereof, subject to the provisions herein stated and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party shall not pursue the action to its final conclusion. The indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel reasonably satisfactory to the indemnified party; provided that if the indemnified party is the Distributing Holder, the fees and expenses of such counsel shall be at the expense of the indemnifying party if (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, or (ii) the named parties to any such action (including any impleaded parties) include both the Distributing Holder and the indemnifying party and the Distributing Holder shall have been advised by such counsel that there may be one or more legal defenses available to the indemnifying party different from or in conflict with any legal defenses which may be available to the Distributing

any other indemnifying party similarly notified, assume the defense thereof, subject to the provisions herein stated and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party shall not pursue the action to its final conclusion. The indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel reasonably satisfactory to the indemnified party; provided that if the indemnified party is the Distributing Holder, the fees and expenses of such counsel shall be at the expense of the indemnifying party if (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, or (ii) the named parties to any such action (including any impleaded parties) include both the Distributing Holder and the indemnifying party and the Distributing Holder shall have been advised by such counsel that there may be one or more legal defenses available to the indemnifying party different from or in conflict with any legal defenses which may be available to the Distributing Holder (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of the Distributing Holder, it being understood, however, that the indemnifying party shall, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable only for the reasonable fees and expenses of one separate firm of attorneys for the Distributing Holder, which firm shall be designated in writing by the Distributing Holder). No settlement of any action against an indemnified party shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld. All fees and expenses of the indemnified party (including reasonable costs of defense and investigation in a manner not inconsistent with this Section and all reasonable attorneys' fees and expenses) shall be paid to the indemnified party, as incurred, within ten (10) Trading Days of written notice thereof to the indemnifying party (regardless of whether it is ultimately determined that an indemnified party is not entitled to indemnification hereunder; provided, that the indemnifying party may require such indemnified party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such indemnified party is not entitled to indemnification hereunder). Section 7. Contribution. In order to provide for just and equitable contribution under the Securities Act in any case in which (i) the indemnified party makes a claim for indemnification pursuant to Section 6 hereof but is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that the express provisions of Section 6 hereof provide for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any indemnified party, then the Company and the applicable Distributing Holder shall contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (which shall, for all

purposes of this Agreement, include, but not be limited to, all reasonable costs of defense and investigation and all reasonable attorneys' fees), in either such case (after contribution from others) on the basis of relative fault as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the applicable Distributing Holder on the other hand, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Distributing Holder agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 7. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding any other provision of this Section 7, in no event shall any (i) Holder be required to undertake liability to any person under this

purposes of this Agreement, include, but not be limited to, all reasonable costs of defense and investigation and all reasonable attorneys' fees), in either such case (after contribution from others) on the basis of relative fault as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the applicable Distributing Holder on the other hand, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Distributing Holder agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 7. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding any other provision of this Section 7, in no event shall any (i) Holder be required to undertake liability to any person under this Section 7 for any amounts in excess of the dollar amount of the net proceeds to be received by such Holder from the sale of such Holder's Registrable Securities (after deducting any fees, discounts and commissions applicable thereto) pursuant to any Registration Statement under which such Registrable Securities are to be registered under the Securities Act and (ii) underwriter be required to undertake liability to any person hereunder for any amounts in excess of the aggregate discount, commission or other compensation payable to such underwriter with respect to the Registrable Securities underwritten by it and distributed pursuant to the Registration Statement. Section 8. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by reputable courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be as set forth in the Purchase Agreement. Either party hereto may from time to time change its address or facsimile number for notices under this Section 8 by giving at least ten (10) days' prior written notice of such changed address or facsimile number to the other party hereto.

Section 9. Assignment. Neither this Agreement nor any rights of the Holder or the Company hereunder may be assigned by either party to any other person. Notwithstanding the foregoing, (a) the provisions of this Agreement shall inure to the benefit of, and be enforceable by, any transferee of any of the Common Stock purchased by the Investor pursuant to the Purchase Agreement, and (b) upon the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed in the case of an assignment to an affiliate of the Holder, the Holder's interest in this Agreement may be assigned at any time, in whole or in part, to any other person or entity (including any affiliate of the Holder) who agrees to be bound hereby. Section 10. Additional Covenants of the Company. The Company agrees that at such time as it meets all the requirements for the use of Securities Act Registration Statement on Form S-3 it shall file all reports and information required to be filed by it with the Commission in a timely manner and take all such other action so as to maintain such eligibility for the use of such form.

Section 9. Assignment. Neither this Agreement nor any rights of the Holder or the Company hereunder may be assigned by either party to any other person. Notwithstanding the foregoing, (a) the provisions of this Agreement shall inure to the benefit of, and be enforceable by, any transferee of any of the Common Stock purchased by the Investor pursuant to the Purchase Agreement, and (b) upon the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed in the case of an assignment to an affiliate of the Holder, the Holder's interest in this Agreement may be assigned at any time, in whole or in part, to any other person or entity (including any affiliate of the Holder) who agrees to be bound hereby. Section 10. Additional Covenants of the Company. The Company agrees that at such time as it meets all the requirements for the use of Securities Act Registration Statement on Form S-3 it shall file all reports and information required to be filed by it with the Commission in a timely manner and take all such other action so as to maintain such eligibility for the use of such form. Section 11. Counterparts/Facsimile. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when together shall constitute but one and the same instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other party. In lieu of the original, a facsimile transmission or copy of the original shall be as effective and enforceable as the original. Section 12. Remedies. The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable. Section 13. Conflicting Agreements. The Company shall not enter into any agreement with respect to its securities that is inconsistent with the rights granted to the holders of Registrable Securities in this Agreement or otherwise prevents the Company from complying with all of its obligations hereunder. Section 14. Headings. The headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Section 15. Governing Law, Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made in New York by persons domiciled in New York City and without regard to its principles of conflicts of laws. Any dispute under this Agreement shall be submitted to arbitration under the American Arbitration Association (the "AAA") in New York City, New York, and shall be finally and conclusively determined by the decision of a board of arbitration consisting of three (3) members (hereinafter referred to as the "Board of Arbitration") selected as according to the rules governing the AAA. The Board of Arbitration shall meet on consecutive business days in New York City, New York, and shall reach and render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to the amount, if any, which the losing party is required to pay to the other party in respect of a claim filed. In connection with rendering its decisions, the Board of Arbitration shall adopt and follow the laws of the State of New York. To the extent practical, decisions of the Board of Arbitration shall be rendered no more than thirty (30) calendar days following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to all parties involved in the dispute. The Board of Arbitration shall be authorized and is directed to enter a default judgment against any party refusing to participate in the arbitration proceeding with thirty days of any deadline for such participation. Any decision made by the Board of Arbitration (either prior to or after the expiration of such thirty (30) calendar day period) shall be final, binding and conclusive on the parties to the dispute, and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The prevailing party shall be awarded its costs, including attorneys' fees, from the non-prevailing party as part of the arbitration award. Any party shall have the right to seek injunctive relief from any court of competent jurisdiction in any case where such relief is available. The prevailing party in such injunctive action shall be awarded its costs, including attorney's fees, from the non-prevailing party. Section 16. Severability. If any provision of this Agreement shall for any reason be held invalid or unenforceable,

Section 15. Governing Law, Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made in New York by persons domiciled in New York City and without regard to its principles of conflicts of laws. Any dispute under this Agreement shall be submitted to arbitration under the American Arbitration Association (the "AAA") in New York City, New York, and shall be finally and conclusively determined by the decision of a board of arbitration consisting of three (3) members (hereinafter referred to as the "Board of Arbitration") selected as according to the rules governing the AAA. The Board of Arbitration shall meet on consecutive business days in New York City, New York, and shall reach and render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to the amount, if any, which the losing party is required to pay to the other party in respect of a claim filed. In connection with rendering its decisions, the Board of Arbitration shall adopt and follow the laws of the State of New York. To the extent practical, decisions of the Board of Arbitration shall be rendered no more than thirty (30) calendar days following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to all parties involved in the dispute. The Board of Arbitration shall be authorized and is directed to enter a default judgment against any party refusing to participate in the arbitration proceeding with thirty days of any deadline for such participation. Any decision made by the Board of Arbitration (either prior to or after the expiration of such thirty (30) calendar day period) shall be final, binding and conclusive on the parties to the dispute, and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The prevailing party shall be awarded its costs, including attorneys' fees, from the non-prevailing party as part of the arbitration award. Any party shall have the right to seek injunctive relief from any court of competent jurisdiction in any case where such relief is available. The prevailing party in such injunctive action shall be awarded its costs, including attorney's fees, from the non-prevailing party. Section 16. Severability. If any provision of this Agreement shall for any reason be held invalid or unenforceable, such invalidity or unenforceablity shall not affect any other provision hereof and this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein.

IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be duly executed, on the day and year first above written. Dated: June __, 2000 WORLDWIDE WIRELESS NETWORKS, INC.
By: /s/ Jack Tortorice --------------------Jack Tortorice Chairman & CEO

WHITSEND INVESTMENTS LIMITED
By: /s/ Hans Gassner --------------------Hans Gassner Authorized Signatory

FELDHAKE, AUGUST & ROQUEMORE Attorneys at Law COSTA MESA OFFICE Plaza Tower, Suite 1730 600 Anton Boulevard Costa Mesa, California 92626 Telephone (714) 438-3885 Facsimile (714) 438-3888

IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be duly executed, on the day and year first above written. Dated: June __, 2000 WORLDWIDE WIRELESS NETWORKS, INC.
By: /s/ Jack Tortorice --------------------Jack Tortorice Chairman & CEO

WHITSEND INVESTMENTS LIMITED
By: /s/ Hans Gassner --------------------Hans Gassner Authorized Signatory

FELDHAKE, AUGUST & ROQUEMORE Attorneys at Law COSTA MESA OFFICE Plaza Tower, Suite 1730 600 Anton Boulevard Costa Mesa, California 92626 Telephone (714) 438-3885 Facsimile (714) 438-3888 SAN DIEGO OFFICE Koll Center, Suite 750 501 West Broadway San Diego, California 92101 Telephone (619) 696-6788 Facsimile (619) 696-8685 RESPOND TO COSTA MESA OFFICE July 10, 2000 AMRO INTERNATIONAL c/o Utra Finance Grossmunster Platz 26 Zurich CH 8022 Switzerland Trinity Capital Advisors, Inc. 211 Sutter St. 2nd Floor San Francisco, CA 94108 RE: CONVERTIBLE DEBENTURE AND WARRANTS PURCHASE AGREEMENT , DATED AS OF JUNE 30, 2000 (THE "AGREEMENT"), AMONG WORLDWIDE WIRELESS NETWORKS, INC. (THE "COMPANY"), AMRO INTERNATIONAL AND TRINITY CAPITAL ADVISORS (THE "INVESTORS").

FELDHAKE, AUGUST & ROQUEMORE Attorneys at Law COSTA MESA OFFICE Plaza Tower, Suite 1730 600 Anton Boulevard Costa Mesa, California 92626 Telephone (714) 438-3885 Facsimile (714) 438-3888 SAN DIEGO OFFICE Koll Center, Suite 750 501 West Broadway San Diego, California 92101 Telephone (619) 696-6788 Facsimile (619) 696-8685 RESPOND TO COSTA MESA OFFICE July 10, 2000 AMRO INTERNATIONAL c/o Utra Finance Grossmunster Platz 26 Zurich CH 8022 Switzerland Trinity Capital Advisors, Inc. 211 Sutter St. 2nd Floor San Francisco, CA 94108 RE: CONVERTIBLE DEBENTURE AND WARRANTS PURCHASE AGREEMENT , DATED AS OF JUNE 30, 2000 (THE "AGREEMENT"), AMONG WORLDWIDE WIRELESS NETWORKS, INC. (THE "COMPANY"), AMRO INTERNATIONAL AND TRINITY CAPITAL ADVISORS (THE "INVESTORS"). Ladies and Gentlemen: This opinion is furnished to you pursuant to Section 2.1(b)(viii) of the Agreement. All capitalized terms used, but not otherwise defined, herein shall have the meanings given to them in the Agreement. We have acted as counsel for the Company in connection with its entry into the Agreement; the Registration Rights Agreement between the Investors and the Company attached thereto as Exhibit B (the "Registration Rights Agreement"); the Stock Purchase Warrant attached thereto as Exhibit D (the "Warrant"); and the Escrow Agreement between the Investors, the Company and Epstein Becker & Green, P.C., dated as of even date with the Agreement and attached as Exhibit C thereto (the "Escrow Agreement") (including the Release Notice attached to the Escrow Agreement as Exhibit X), together with the Agreement and the Registration Rights Agreement, sometimes referred to herein collectively as the "Transaction Documents"). In such capacity, we have made such legal and factual examinations and inquiries as we have deemed advisable or necessary for the purpose of rendering this opinion. In addition, we have examined, among other things, originals or copies of such corporate records of the Company, certificates of public officials and such other documents and questions of law that we consider necessary or advisable for the purpose of rendering this opinion. In such

Whitsend Investments Limited c/o Dr. Batliner & Partner July 10, 2000

Whitsend Investments Limited c/o Dr. Batliner & Partner July 10, 2000 Page 2 examination we have assumed, without independent investigation, the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to original documents of all copies submitted to us as copies thereof, the legal capacity of natural persons, and the due execution and delivery of all documents (except as to due execution and delivery by the Company) where due execution and delivery are a prerequisite to the effectiveness thereof. With respect to questions of fact material to the opinions expressed below, we have relied solely upon (a) written and oral statements of officers of the Company; (b) any files and records currently in the possession of the attorneys of Feldhake, August & Roquemore; (c) certified corporate documents of the Company; and (d) certificates of public officials, as to each without independent inquiry, verification or investigation by us. Where in this opinion the phrase "to the best of our knowledge", "of which we are aware", "known to us" or like language is used, it shall mean the actual knowledge of the specific Feldhake, August & Roquemore attorneys who have represented the Company as described above, which actual knowledge is derived solely from relying on the matters set forth in the immediately preceding sentence, without further investigation or inquiry. All references herein to any Schedule to the Transaction Agreement shall be deemed to refer to such Schedule as delivered at the Closing in accordance with the terms of the Transaction Agreement. For purposes of this opinion, we have assumed that each Investor has all requisite power and authority, and has taken any and all necessary corporate action, to execute and deliver the Agreements, and we are assuming that the representations and warranties made by each Investor in the Agreements and pursuant thereto are true and correct. Based upon the foregoing and subject to the assumptions, limitations and exceptions contained herein, we are of the opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the State of Nevada, and has all requisite corporate power and authority to carry on its business and to own, lease and operate its properties and assets as described in the Company's SEC Documents. To our knowledge, the Company does not have any subsidiaries and does not own more than fifty percent (50%) of the outstanding capital stock of or control any other business entity other than as disclosed in the SEC Documents. 2. The Company has the requisite corporate power and authority to enter into and perform its obligations under the Agreements and to issue the Shares. The execution and delivery of the Agreements by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary corporate action and no further consent or authorization of the Company or its Board of Directors or stockholders is required. Each of the applicable Transaction Documents has been duly executed and delivered by the Company and each of such Transaction Documents constitutes the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application.

Whitsend Investments Limited c/o Dr. Batliner & Partner July 10, 2000 Page 3 3. The execution, delivery and performance of the Agreement and the other Transaction Dcouments by the Company, and the consummation by the Company of the transactions contemplated thereby, including, without limitation, the issuance of the Shares, do not and will not (i) result in a violation of the Company's Articles of Incorporation or By-Laws; (ii) to our knowledge, conflict with, or constitute a material default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination,

Whitsend Investments Limited c/o Dr. Batliner & Partner July 10, 2000 Page 3 3. The execution, delivery and performance of the Agreement and the other Transaction Dcouments by the Company, and the consummation by the Company of the transactions contemplated thereby, including, without limitation, the issuance of the Shares, do not and will not (i) result in a violation of the Company's Articles of Incorporation or By-Laws; (ii) to our knowledge, conflict with, or constitute a material default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, indenture, instrument or any "lock-up" or similar provision of any underwriting or similar agreement to which the Company is a party; or (iii) result in a violation of any federal or state law, rule or regulation applicable to the Company or by which any property or asset of the Company is bound or affected, except for such violations as would not, individually or in the aggregate, have a Material Adverse Effect. To our knowledge, the Company is not in violation of any terms of its Articles of Incorporation or Bylaws (other than the requirement to hold its annual meeting of the shareholders on the date specified therein). 4. Assuming that the Investors are "accredited investors" as defined in Rule 501 of Regulation D, or is otherwise an eligible purchaser under said Regulation D, Regulation S or some other applicable exemption from the registration and qualification requirements of the federal and state securities laws (and, further, assuming the accuracy of the Investors' representations and warranties contained in the Agreement), the issuance of the Shares in accordance with the Agreement will be exempt from registration under the Securities Act of 1933, as amended, and will be in compliance with the state securities laws of the Company's principal place of business. When so issued, the Shares will be duly and validly issued, fully paid and non-assessable against delivery of the purchase price therefor, and free of any liens, encumbrances and preemptive or similar rights contained in the Company's Articles of Incorporation or Bylaws or, to our knowledge, in any agreement to which the Company is party. 5. We have not been engaged to devote substantive attention to any claims, actions, suits, proceedings or investigations that are pending against the Company or its properties, or against any officer or director of the Company in his or her capacity as such. To our knowledge, the Company is not a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. 6. The authorized capital stock of the Company consists of 50,000,000 shares of Common Stock, $0.001 par value per share, of which approximately 12,158,833 shares are issued and outstanding, and no Preferred Stock. All of such issued and outstanding shares have been duly authorized and, to our knowledge, are fully paid and non-assessable. To our further knowledge, no person has rescission rights with respect to any shares of the Company's Common Stock.

Whitsend Investments Limited c/o Dr. Batliner & Partner July 10, 2000 Page 4 The opinions set forth in this letter are subject to the following further qualifications and limitations: (i) with respect to the binding effect and foreseen enforceability of any obligation, the opinions set forth in this letter are subject to: (a) the effect of applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium, liquidation, receivership, readjustment of debts or similar laws affecting the rights of creditors generally as the same may be applied in a bankruptcy or similar proceeding with respect to the Company; (b) the effect of general principles of equity, including, without limitation, laws and judicial decisions which have imposed duties and standards of conduct (including, without limitation, obligations of good faith, fair

Whitsend Investments Limited c/o Dr. Batliner & Partner July 10, 2000 Page 4 The opinions set forth in this letter are subject to the following further qualifications and limitations: (i) with respect to the binding effect and foreseen enforceability of any obligation, the opinions set forth in this letter are subject to: (a) the effect of applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium, liquidation, receivership, readjustment of debts or similar laws affecting the rights of creditors generally as the same may be applied in a bankruptcy or similar proceeding with respect to the Company; (b) the effect of general principles of equity, including, without limitation, laws and judicial decisions which have imposed duties and standards of conduct (including, without limitation, obligations of good faith, fair dealing and reasonableness) upon creditors and contracting parties regardless of whether such principles are considered in a proceeding in equity or at law or as the same may be applied in a proceeding to enforce the obligations of the Company; and (c) to the availability of equitable remedies in a proceeding seeking to enforce any obligations of or waivers by the Company; (ii) we express no opinion as to the enforceability of cumulative remedies to the extent such cumulative remedies would have the effect of compensating the party entitled to the benefit of such remedies in any amount in excess of the actual loss suffered by such party; (iii)requirements set forth in any of the Transaction Documents to the effect that the provisions thereof may be waived only in writing may not be valid, binding or enforceable to the extent that an oral agreement or implied agreement by trade practice or course of conduct modifying such requirements has been or may be created; (iv) we express no opinion as to the validity or enforceability of any provisions of the Transaction Documents which may impose an obligation to pay attorneys' fees in the event of any claimed breach or default in performance thereunder or in the event of claims of legal action in connection therewith; (v) we express no opinion as to the enforceability of any provision of any Transaction Document to the extent that such provision is found by any court to constitute usury, nor as to the impact of the laws of community property as in effect in the State of California upon any Transaction Document.

Whitsend Investments Limited c/o Dr. Batliner & Partner July 10, 2000 Page 5 (vi) all of the opinions contained herein are qualified in their entirety by any item set forth in the disclosure schedules to any Transaction Document, as well as to all SEC Documents, to the extent that such schedules or SEC Documents expressly identify exceptions to the representations and warranties of the Company which are the basis of the opinions set forth herein. Our opinions expressed herein are limited to the laws of the State of California and the federal laws of the United States, and we express no opinion with respect to the laws of any other jurisdiction or the rules of conflicts of laws applied by any jurisdiction. This opinion is being delivered solely for the benefit of the Investors in connection with the transactions contemplated by the Transaction Agreement and the other Transaction Documents, may not be relied upon for any other purpose, and is not to be quoted in whole or in part or otherwise referred to in any financial statement, public release, or any other document nor is it to be filed with any governmental agency or any other person, without the prior written consent of this Firm, unless required by law. This opinion may not be relied upon by any other person except the designated recipient hereof. This opinion is being rendered to such person as of the date

Whitsend Investments Limited c/o Dr. Batliner & Partner July 10, 2000 Page 5 (vi) all of the opinions contained herein are qualified in their entirety by any item set forth in the disclosure schedules to any Transaction Document, as well as to all SEC Documents, to the extent that such schedules or SEC Documents expressly identify exceptions to the representations and warranties of the Company which are the basis of the opinions set forth herein. Our opinions expressed herein are limited to the laws of the State of California and the federal laws of the United States, and we express no opinion with respect to the laws of any other jurisdiction or the rules of conflicts of laws applied by any jurisdiction. This opinion is being delivered solely for the benefit of the Investors in connection with the transactions contemplated by the Transaction Agreement and the other Transaction Documents, may not be relied upon for any other purpose, and is not to be quoted in whole or in part or otherwise referred to in any financial statement, public release, or any other document nor is it to be filed with any governmental agency or any other person, without the prior written consent of this Firm, unless required by law. This opinion may not be relied upon by any other person except the designated recipient hereof. This opinion is being rendered to such person as of the date hereof only, and we assume no obligation to advise any person of any changes that may hereafter be brought to our attention, whether or not such changes may affect the accuracy of any opinion stated herein. Very truly yours, Feldhake, August & Roquemore
/s/ Kenneth S. August ------------------Kenneth S. August,

Esq.

REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of June 30, 2000, between the investor or investors signatory hereto (each an "Investor" and together the "Investors"), and Worldwide Wireless Networks, Inc., a Nevada corporation (the "Company"). WHEREAS, simultaneously with the execution and delivery of this Agreement, the Investors are purchasing from the Company, pursuant to a Convertible Debentures and Warrants Purchase Agreement dated the date hereof (the "Purchase Agreement"), $1,000,000 principal amount of 7% Convertible Debentures and Warrants to purchase shares of the Company's Common Stock (capitalized terms not defined herein shall have the meanings ascribed to them in the Purchase Agreement); and WHEREAS, the Company desires to grant to the Investors the registration rights set forth herein with respect to the Conversion Shares of Common Stock issuable upon conversion of or as interest upon the Convertible Debentures and shares of Common Stock issuable upon exercise of the Warrants purchased pursuant to the Purchase Agreement (hereinafter referred to as the "Stock" or "Securities" of the Company). NOW, THEREFORE, the parties hereto mutually agree as follows: Section 1. Registrable Securities. As used herein the term "Registrable Security" means the Securities until (i) the Registration Statement has been declared effective by the Commission, and all Securities have been disposed of pursuant to the Registration Statement, (ii) all Securities have been sold under circumstances under which all of the applicable conditions of Rule 144 (or any similar provision then in force) under the Securities Act ("Rule

REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of June 30, 2000, between the investor or investors signatory hereto (each an "Investor" and together the "Investors"), and Worldwide Wireless Networks, Inc., a Nevada corporation (the "Company"). WHEREAS, simultaneously with the execution and delivery of this Agreement, the Investors are purchasing from the Company, pursuant to a Convertible Debentures and Warrants Purchase Agreement dated the date hereof (the "Purchase Agreement"), $1,000,000 principal amount of 7% Convertible Debentures and Warrants to purchase shares of the Company's Common Stock (capitalized terms not defined herein shall have the meanings ascribed to them in the Purchase Agreement); and WHEREAS, the Company desires to grant to the Investors the registration rights set forth herein with respect to the Conversion Shares of Common Stock issuable upon conversion of or as interest upon the Convertible Debentures and shares of Common Stock issuable upon exercise of the Warrants purchased pursuant to the Purchase Agreement (hereinafter referred to as the "Stock" or "Securities" of the Company). NOW, THEREFORE, the parties hereto mutually agree as follows: Section 1. Registrable Securities. As used herein the term "Registrable Security" means the Securities until (i) the Registration Statement has been declared effective by the Commission, and all Securities have been disposed of pursuant to the Registration Statement, (ii) all Securities have been sold under circumstances under which all of the applicable conditions of Rule 144 (or any similar provision then in force) under the Securities Act ("Rule 144") are met, (iii) all Securities have been otherwise transferred to holders who may trade such Securities without restriction under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for such Securities not bearing a restrictive legend or (iv) such time as, in the opinion of counsel to the Company, all Securities may be sold without any time, volume or manner limitations pursuant to Rule 144(k) (or any similar provision then in effect) under the Securities Act. The term "Registrable Securities" means any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be deemed to be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Agreement. Section 2. Restrictions on Transfer. Each Investor acknowledges and understands that prior to the registration of the Securities as provided herein, the Securities are "restricted securities" as defined in Rule 144 promulgated under the Act. Each Investor understands that no disposition or transfer of the Securities may be made by Investor in the absence of (i) an opinion of counsel to the Investor, in form and substance reasonably satisfactory to the Company, that such transfer may be made without registration under the Securities Act or (ii) such registration. 1

With a view to making available to the Investors the benefits of Rule 144 under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees to: (a) comply with the provisions of paragraph (c)(1) of Rule 144; (b) file with the Commission in a timely manner all reports and other documents required to be filed with the Commission pursuant to Section 13 or 15(d) under the Exchange Act by companies subject to either of such sections, irrespective of whether the Company is then subject to such reporting requirements; and (c) Upon request by the Transfer Agent, the Company shall provide the Transfer Agent an opinion of counsel, which opinion shall be reasonably acceptable to the Transfer Agent, that the Investor has complied with the applicable conditions of Rule 144 ( or any similar provision then in force) under the Securities Act. Section 3. Registration Rights With Respect to the Securities.

With a view to making available to the Investors the benefits of Rule 144 under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees to: (a) comply with the provisions of paragraph (c)(1) of Rule 144; (b) file with the Commission in a timely manner all reports and other documents required to be filed with the Commission pursuant to Section 13 or 15(d) under the Exchange Act by companies subject to either of such sections, irrespective of whether the Company is then subject to such reporting requirements; and (c) Upon request by the Transfer Agent, the Company shall provide the Transfer Agent an opinion of counsel, which opinion shall be reasonably acceptable to the Transfer Agent, that the Investor has complied with the applicable conditions of Rule 144 ( or any similar provision then in force) under the Securities Act. Section 3. Registration Rights With Respect to the Securities. (a) The Company agrees that it will prepare and file with the Securities and Exchange Commission ("Commission"), within twenty (20) calendar days after the Closing Date a registration statement (on Form S-3, or other appropriate registration statement form) under the Securities Act (the "Registration Statement"), at the sole expense of the Company (except as provided in Section 3(c) hereof), in respect of the Investors, so as to permit a public offering and resale of the Securities under the Act by the Investors as selling stockholders and not as underwriters. Further, the Company agrees that it will provide the Investors a draft of the Registration Statement on the first date that said draft is reasonably available. The Company shall cause such Registration Statement to become effective within sixty (60) calendar days from the Closing Date, or, if earlier, within five (5) days of SEC clearance to request acceleration of effectiveness (if the SEC conducts a "full review" of the Registration Statement such period shall be extended another 30 calendar days). The number of shares designated in the Registration Statement to be registered shall include all the Warrant Shares and at least 200% of the shares which would be required to be issued upon the conversion of the Convertible Debentures at the Conversion Price on the date of the filing of the Registration Statement and such number of shares as the Company deems prudent for the purpose of issuing shares of Common Stock as interest on the Convertible Debentures, and shall include appropriate language regarding reliance upon Rule 416 to the extent permitted by the Commission. The Company will notify the Investors of the effectiveness of the Registration Statement within one Trading Day of such event. In the event that the number of shares so registered shall prove to be insufficient to register the resale of all of the Securities, then the Company shall be obligated to file, within fifteen (15) days after the day on which the number of Securities registered for public offering and resale by the Investors is less than 125% of the number of 2

Securities (calculated at the Conversion Price on such date) held by the Investors on such date, a further Registration Statement registering such remaining shares and shall use diligent best efforts to prosecute such additional Registration Statement to effectiveness within sixty (60) days of the date of such notice. Additionally, in the event the number of shares registered initially shall prove to be insufficient to register the resale of all of the Securities until such further registration, then the shares registered initially shall apply pro-rata among all of the Investors. However, if Investors fail to provide to the Company any information reasonably required for said Registration Statement within five (5) Trading Days of the request, the time requirements hereunder shall be extended by such number of days beyond such date during which the Investors have failed to deliver such information and any liquidated damages due hereunder shall be reduced by such number of days. (b) The Company will maintain the Registration Statement or post-effective amendment filed under this Section 3 effective under the Securities Act until the earlier of (i) the date that none of the Securities covered by such Registration Statement are or may become issued and outstanding, (ii) the date that all of the Securities have been sold pursuant to such Registration Statement, (iii) the date the Investors receive an opinion of counsel to the Company, which counsel shall be reasonably acceptable to the Investors, that the Securities may be sold under the provisions of Rule 144 without limitation as to volume, (iv) all Securities have been otherwise transferred to persons who may trade such shares without restriction under the

Securities (calculated at the Conversion Price on such date) held by the Investors on such date, a further Registration Statement registering such remaining shares and shall use diligent best efforts to prosecute such additional Registration Statement to effectiveness within sixty (60) days of the date of such notice. Additionally, in the event the number of shares registered initially shall prove to be insufficient to register the resale of all of the Securities until such further registration, then the shares registered initially shall apply pro-rata among all of the Investors. However, if Investors fail to provide to the Company any information reasonably required for said Registration Statement within five (5) Trading Days of the request, the time requirements hereunder shall be extended by such number of days beyond such date during which the Investors have failed to deliver such information and any liquidated damages due hereunder shall be reduced by such number of days. (b) The Company will maintain the Registration Statement or post-effective amendment filed under this Section 3 effective under the Securities Act until the earlier of (i) the date that none of the Securities covered by such Registration Statement are or may become issued and outstanding, (ii) the date that all of the Securities have been sold pursuant to such Registration Statement, (iii) the date the Investors receive an opinion of counsel to the Company, which counsel shall be reasonably acceptable to the Investors, that the Securities may be sold under the provisions of Rule 144 without limitation as to volume, (iv) all Securities have been otherwise transferred to persons who may trade such shares without restriction under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for such securities not bearing a restrictive legend, (v) all Securities may be sold without any time, volume or manner limitations pursuant to Rule 144(k) or any similar provision then in effect under the Securities Act in the opinion of counsel to the Company, which counsel shall be reasonably acceptable to the Investor (the "Effectiveness Period"), or (vi) three (3) years from the Effective Date. (c) All fees, disbursements and out-of-pocket expenses and costs incurred by the Company in connection with the preparation and filing of the Registration Statement under subparagraph 3(a) and in complying with applicable securities and Blue Sky laws (including, without limitation, all attorneys' fees of the Company) shall be borne by the Company. The Investors shall bear the cost of underwriting and/or brokerage discounts, fees and commissions, if any, applicable to the Securities being registered and the fees and expenses of their counsel. The Investors and their counsel shall have a reasonable period, not to exceed five (5) Trading Days, to review the proposed Registration Statement or any amendment thereto, prior to filing with the Commission, and the Company shall provide each Investor with copies of any comment letters received from the Commission with respect thereto within two (2) Trading Days of receipt thereof. The Company shall use its best efforts to qualify any of the securities for sale in such states as any Investor reasonably designates and shall furnish indemnification in the manner provided in Section 6 hereof. However, the Company shall not be required to qualify in any state which will require an escrow or other restriction relating to the Company and/or the sellers, or which will require the Company to qualify to do business in such state or require the Company to file therein any general consent to service of process. The Company at its expense will supply the Investors with copies of the applicable Registration Statement and the prospectus included therein and other related documents in such quantities as may be reasonably requested by the Investors. 3

(d) The Company shall not be required by this Section 3 to include an Investor's Registrable Securities in any Registration Statement which is to be filed if, in the opinion of counsel for both the Investor and the Company (or, should they not agree, in the opinion of another counsel experienced in securities law matters acceptable to counsel for the Investor and the Company) the proposed offering or other transfer as to which such registration is requested is exempt from applicable federal and state securities laws and would result in all purchasers or transferees obtaining securities which are not "restricted securities", as defined in Rule 144 under the Securities Act. (e) In the event that (i) the Registration Statement to be filed by the Company pursuant to Section 3(a) above is not filed with the Commission within twenty (20) business days from the Closing Date, (ii) such Registration Statement is not declared effective by the Commission within sixty (60) calendar days from the Closing Date (or 90 calendar days in the event of a "full review") or five (5) days of clearance by the Commission to request effectiveness, (iii) such Registration Statement is not maintained as effective by the Company for the period set forth in Section 3(b) above or (iv) the additional Registration Statement referred to in Section 3(a) is not filed within fifteen (15) days or declared effective within sixty (60)

(d) The Company shall not be required by this Section 3 to include an Investor's Registrable Securities in any Registration Statement which is to be filed if, in the opinion of counsel for both the Investor and the Company (or, should they not agree, in the opinion of another counsel experienced in securities law matters acceptable to counsel for the Investor and the Company) the proposed offering or other transfer as to which such registration is requested is exempt from applicable federal and state securities laws and would result in all purchasers or transferees obtaining securities which are not "restricted securities", as defined in Rule 144 under the Securities Act. (e) In the event that (i) the Registration Statement to be filed by the Company pursuant to Section 3(a) above is not filed with the Commission within twenty (20) business days from the Closing Date, (ii) such Registration Statement is not declared effective by the Commission within sixty (60) calendar days from the Closing Date (or 90 calendar days in the event of a "full review") or five (5) days of clearance by the Commission to request effectiveness, (iii) such Registration Statement is not maintained as effective by the Company for the period set forth in Section 3(b) above or (iv) the additional Registration Statement referred to in Section 3(a) is not filed within fifteen (15) days or declared effective within sixty (60) days as set forth therein (each a "Registration Default") then the Company will pay Investor (pro rated on a monthly basis) in cash or, at the option of the Investor, in shares of Common Stock at the Conversion Price (as defined in the Certificate of Designations) on the Trading Day prior to the date of payment, as liquidated damages for such failure and not as a penalty two percent (2%) of the aggregate market value of shares of Common Stock purchased from the Company (including the Conversion Shares which would be issuable upon conversion of the Convertible Debentures on any date of determination, and whether or not the Convertible Preferred Shares are then Convertible pursuant to their terms) and held by the Investor for each month thereafter until such Registration Statement has been filed, and in the event of late effectiveness (in case of clause (ii) above) or lapsed effectiveness (in the case of clause (iii) above), two percent (2%) of the aggregate market value of shares of Common Stock purchased from the Company and held by the Investor (including the Conversion Shares which would be issuable upon conversion of the Convertible Debentures on any date of determination, and whether or not the Convertible Debentures are then convertible pursuant to their terms) for each month thereafter (regardless of whether one or more such Registration Defaults are then in existence) until such Registration Statement has been declared effective. Further, in the event the Company fails to file the Registration Statement within twenty business days from the Closing, each investor, in its sole discretion, may elect to deem such failure as an Event of Default as pursuant to the Convertible Debenture and consider such Convertible Debenture immediately due and payable. Such payment of the liquidated damages shall be made to the Investors in cash, within five (5) calendar days of demand, provided, however, that the payment of such liquidated damages shall not relieve the Company from its obligations to register the Securities pursuant to this Section. The market value of the Common Stock for this purpose shall be the closing price (or last trade, if so reported) on the Principal Market for each day during such Registration Default. Notwithstanding anything to the contrary contained herein, a failure to maintain the effectiveness of an filed Registration Statement or the ability of an Investor to use an otherwise effective Registration Statement to effect resales of Securities during the period after forty-five (45) days and within ninety (90) days from the end of the Company's fiscal year resulting solely from the need to update the Company's financial statements contained or incorporated by reference in such Registration Statement shall not constitute a Registration Default and shall not trigger the accrual of liquidated damages hereunder. 4

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

If the Company does not remit the payment to the Investors as set forth above, the Company will pay the Investors reasonable costs of collection, including attorneys' fees, in addition to the liquidated damages. The registration of the Securities pursuant to this provision shall not affect or limit the Investors' other rights or remedies as set forth in this Agreement. (f) No provision contained herein shall preclude the Company from selling securities pursuant to any Registration Statement in which it is required to include Securities pursuant to this Section 3. (g) If at any time or from time to time after the effective date of any Registration Statement, the Company notifies the Investors in writing of the existence of a Potential Material Event (as defined in Section 3(h) below), the Investors shall not offer or sell any Securities or engage in any other transaction involving or relating to Securities, from the time of the giving of notice with respect to a Potential Material Event until the Investors receive written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; provided, however, that the Company may not so suspend the right to such holders of Securities for more than twenty (20) days in the aggregate during any twelve month period, during the period the Registration Statement is required to be in effect, and if such period is exceeded, such event shall be a Registration Default and subject to liquidated damages as set forth in Section 3(e) hereof. If a Potential Material Event shall occur prior to the date a Registration Statement is required to be filed, then the Company's obligation to file such Registration Statement shall be delayed without penalty for not more than twenty (20) days, and such delay or delays shall not constitute a Registration Default. Such twenty (20) day period shall not be in addition to the twenty (20) day period allowed during the period the Registration Statement is required to be in effect. The Company must, if lawful, give the Investors notice in writing at least two (2) Trading Days prior to the first day of the blackout period. (h) "Potential Material Event" means any of the following: (a) the possession by the Company of material information not ripe for disclosure in a registration statement, as determined in good faith by the Chief Executive Officer or the Board of Directors of the Company that disclosure of such information in a Registration Statement would be detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be adversely affected by disclosure in a registration statement at such time, which determination shall be accompanied by a good faith determination by the Chief Executive Officer or the Board of Directors of the Company that the applicable Registration Statement would be materially misleading absent the inclusion of such information. 5 Section 4. Cooperation with Company. The Investors will cooperate with the Company in all respects in connection with this Agreement, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Investors and proposed manner of sale of the Registrable Securities required to be disclosed in any Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Registrable Securities and entering into and performing their obligations under any underwriting agreement, if the offering is an underwritten offering, in usual and customary form, with the managing underwriter or underwriters of such underwritten offering. Nothing in this Agreement shall obligate any Investor to consent to be named as an underwriter in any Registration Statement. The obligation of the Company to register the Registrable Securities shall be absolute and unconditional as to those Securities which the Commission will permit to be registered without naming the Investors as underwriters. Any delay or delays caused by the Investors by failure to cooperate as required hereunder shall not constitute a Registration Default. Section 5. Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Investors' assistance and cooperation as reasonably required with respect to each Registration Statement: (a)(i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective

Section 4. Cooperation with Company. The Investors will cooperate with the Company in all respects in connection with this Agreement, including timely supplying all information reasonably requested by the Company (which shall include all information regarding the Investors and proposed manner of sale of the Registrable Securities required to be disclosed in any Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and sale of the Registrable Securities and entering into and performing their obligations under any underwriting agreement, if the offering is an underwritten offering, in usual and customary form, with the managing underwriter or underwriters of such underwritten offering. Nothing in this Agreement shall obligate any Investor to consent to be named as an underwriter in any Registration Statement. The obligation of the Company to register the Registrable Securities shall be absolute and unconditional as to those Securities which the Commission will permit to be registered without naming the Investors as underwriters. Any delay or delays caused by the Investors by failure to cooperate as required hereunder shall not constitute a Registration Default. Section 5. Registration Procedures. If and whenever the Company is required by any of the provisions of this Agreement to effect the registration of any of the Registrable Securities under the Act, the Company shall (except as otherwise provided in this Agreement), as expeditiously as possible, subject to the Investors' assistance and cooperation as reasonably required with respect to each Registration Statement: (a)(i) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Act with respect to the sale or other disposition of all Registrable Securities covered by such registration statement whenever the Investors shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of Registrable Securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Act) and (ii) take all lawful action such that each of (A) the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (B) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (b)(i) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies thereof to the Investors as required by Section 3(c) and reflect in such documents all such comments as the Investors (and their counsel) reasonably may propose respecting the Selling Shareholders and Plan of Distribution sections (or equivalents) and (ii) furnish to each Investor such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Act, and such other documents, as such Investor may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Investor; 6

(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investors shall reasonably request (subject to the limitations set forth in Section 3(d) above), and do any and all other acts and things which may be necessary or advisable to enable each Investor to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Investor; (d) list such Registrable Securities on the Principal Market, if the listing of such Registrable Securities is then permitted under the rules of such Principal Market; (e) notify each Investor at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Act, of the happening of any event of which it has knowledge as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, subject to Section 3(g), and the Company shall prepare and file a curative amendment under Section 5(a) as quickly as commercially possible and during

(c) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investors shall reasonably request (subject to the limitations set forth in Section 3(d) above), and do any and all other acts and things which may be necessary or advisable to enable each Investor to consummate the public sale or other disposition in such jurisdiction of the Registrable Securities owned by such Investor; (d) list such Registrable Securities on the Principal Market, if the listing of such Registrable Securities is then permitted under the rules of such Principal Market; (e) notify each Investor at any time when a prospectus relating thereto covered by the Registration Statement is required to be delivered under the Act, of the happening of any event of which it has knowledge as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, subject to Section 3(g), and the Company shall prepare and file a curative amendment under Section 5(a) as quickly as commercially possible and during such period, the Investors shall not make any sales of Registrable Securities pursuant to the Registration Statement; (f) as promptly as practicable after becoming aware of such event, notify each Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, recession or removal of such stop order or other suspension; (g) cooperate with the Investors to facilitate the timely preparation and delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as the Investors reasonably may request and registered in such names as the Investors may request; and, within three (3) Trading Days after a Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Investors) an appropriate instruction and, to the extent necessary, an opinion of such counsel; (h) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Investors of their Registrable Securities in accordance with the intended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances; 7

(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or posteffective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; and (j) maintain a transfer agent and registrar for its Common Stock. Section 6. Indemnification. (a) To the maximum extent permitted by law, the Company agrees to indemnify and hold harmless the Investors and each person, if any, who controls an Investor within the meaning of the Securities Act (each a "Distributing Investor") against any losses, claims, damages or liabilities, joint or several (which shall, for all purposes of this Agreement, include, but not be limited to, all reasonable costs of defense and investigation and all reasonable attorneys' fees and expenses), to which the Distributing Investor may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, or any related final prospectus or amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make

(i) in the event of an underwritten offering, promptly include or incorporate in a prospectus supplement or posteffective amendment to the Registration Statement such information as the managers reasonably agree should be included therein and to which the Company does not reasonably object and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after it is notified of the matters to be included or incorporated in such Prospectus supplement or post-effective amendment; and (j) maintain a transfer agent and registrar for its Common Stock. Section 6. Indemnification. (a) To the maximum extent permitted by law, the Company agrees to indemnify and hold harmless the Investors and each person, if any, who controls an Investor within the meaning of the Securities Act (each a "Distributing Investor") against any losses, claims, damages or liabilities, joint or several (which shall, for all purposes of this Agreement, include, but not be limited to, all reasonable costs of defense and investigation and all reasonable attorneys' fees and expenses), to which the Distributing Investor may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, or any related final prospectus or amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company will not be liable in any such case to the extent, and only to the extent, that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus or amendment or supplement thereto in reliance upon, and in conformity with, written information furnished to the Company by the Distributing Investor, its counsel, affiliates or any underwriter, specifically for use in the preparation thereof or (ii) by such Investor's failure to deliver to the purchaser a copy of the most recent prospectus (including any amendments or supplements thereto. This indemnity agreement will be in addition to any liability, which the Company may otherwise have. (b) To the maximum extent permitted by law, each Distributing Investor agrees that it will indemnify and hold harmless the Company, and each officer and director of the Company or person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages or liabilities (which shall, for all purposes of this Agreement, include, but not be limited to, all reasonable costs of defense and investigation and all reasonable attorneys' fees and expenses) to which the Company or any such officer, director or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, or any related final prospectus or amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state 8

therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, final prospectus or amendment or supplement thereto in reliance upon, and in conformity with, written information furnished to the Company by such Distributing Investor, its counsel, affiliates or any underwriter, specifically for use in the preparation thereof. This indemnity agreement will be in addition to any liability, which the Distributing Investor may otherwise have. Notwithstanding anything to the contrary herein, the Distributing Investor shall be liable under this Section 6(b) for only that amount as does not exceed the net proceeds to such Distributing Investor as a result of the sale of Registrable Securities pursuant to the Registration Statement. (c) Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action against such indemnified party, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve the indemnifying party from any liability which it may have to any indemnified party except to the extent the failure of the indemnified party to provide such written notification actually prejudices the ability of the indemnifying party to defend such action. In case any such action is brought against any indemnified party, and it

therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, final prospectus or amendment or supplement thereto in reliance upon, and in conformity with, written information furnished to the Company by such Distributing Investor, its counsel, affiliates or any underwriter, specifically for use in the preparation thereof. This indemnity agreement will be in addition to any liability, which the Distributing Investor may otherwise have. Notwithstanding anything to the contrary herein, the Distributing Investor shall be liable under this Section 6(b) for only that amount as does not exceed the net proceeds to such Distributing Investor as a result of the sale of Registrable Securities pursuant to the Registration Statement. (c) Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action against such indemnified party, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve the indemnifying party from any liability which it may have to any indemnified party except to the extent the failure of the indemnified party to provide such written notification actually prejudices the ability of the indemnifying party to defend such action. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, assume the defense thereof, subject to the provisions herein stated and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnifying party shall not pursue the action to its final conclusion. The indemnified parties as a group shall have the right to employ one separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel reasonably satisfactory to the indemnified party unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party, or (ii) the named parties to any such action (including any impleaded parties) include both the indemnified party and the indemnifying party and the indemnified party shall have been advised by its counsel that there may be one or more legal defenses available to the indemnifying party different from or in conflict with any legal defenses which may be available to the indemnified party or any other indemnified party (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party, it being understood, however, that the indemnifying party shall, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable only for the reasonable fees and expenses of one separate firm of attorneys for the indemnified party, which firm shall be designated in writing by the indemnified party). No settlement of any action against an indemnified party shall be made without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld so long as such settlement includes a full release of claims against the indemnified party. 9

All fees and expenses of the indemnified party (including reasonable costs of defense and investigation in a manner not inconsistent with this Section and all reasonable attorneys' fees and expenses) shall be paid to the indemnified party, as incurred, within ten (10) Trading Days of written notice thereof to the indemnifying party (regardless of whether it is ultimately determined that an indemnified party is not entitled to indemnification hereunder; provided, that the indemnifying party may require such indemnified party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such indemnified party is not entitled to indemnification hereunder). Section 7. Contribution. In order to provide for just and equitable contribution under the Securities Act in any case in which (i) the indemnified party makes a claim for indemnification pursuant to Section 6 hereof but is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that the express provisions of Section 6 hereof provide for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any indemnified party, then the Company and the applicable Distributing Investor shall contribute to the aggregate losses, claims, damages or

All fees and expenses of the indemnified party (including reasonable costs of defense and investigation in a manner not inconsistent with this Section and all reasonable attorneys' fees and expenses) shall be paid to the indemnified party, as incurred, within ten (10) Trading Days of written notice thereof to the indemnifying party (regardless of whether it is ultimately determined that an indemnified party is not entitled to indemnification hereunder; provided, that the indemnifying party may require such indemnified party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such indemnified party is not entitled to indemnification hereunder). Section 7. Contribution. In order to provide for just and equitable contribution under the Securities Act in any case in which (i) the indemnified party makes a claim for indemnification pursuant to Section 6 hereof but is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that the express provisions of Section 6 hereof provide for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any indemnified party, then the Company and the applicable Distributing Investor shall contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (which shall, for all purposes of this Agreement, include, but not be limited to, all reasonable costs of defense and investigation and all reasonable attorneys' fees and expenses), in either such case (after contribution from others) on the basis of relative fault as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the applicable Distributing Investor on the other hand, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Distributing Investor agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 7. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding any other provision of this Section 7, in no event shall any (i) Investor be required to undertake liability to any person under this Section 7 for any amounts in excess of the dollar amount of the proceeds received by such Investor from the sale of such Investor's Registrable Securities (after deducting any fees, discounts and commissions applicable thereto) pursuant to any Registration Statement under which such Registrable Securities are registered under the Securities Act and (ii) underwriter be required to undertake liability to any person hereunder for any amounts in excess of the aggregate discount, commission or other compensation payable to such underwriter with respect to the Registrable Securities underwritten by it and distributed pursuant to such Registration Statement. 10 Section 8. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) hand delivered, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by facsimile, addressed as set forth in the Purchase Agreement or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the first business day following the date of sending by reputable courier service, fully prepaid, addressed to such address, or (c) upon actual receipt of such mailing, if mailed. Either party hereto may from time to time change its address or facsimile number for notices under this Section 8 by giving at least ten (10) days' prior written notice of such changed address or facsimile number to the other party hereto.

Section 8. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) hand delivered, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by facsimile, addressed as set forth in the Purchase Agreement or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the first business day following the date of sending by reputable courier service, fully prepaid, addressed to such address, or (c) upon actual receipt of such mailing, if mailed. Either party hereto may from time to time change its address or facsimile number for notices under this Section 8 by giving at least ten (10) days' prior written notice of such changed address or facsimile number to the other party hereto. Section 9. Assignment. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. The rights granted the Investors under this Agreement may be assigned to any purchaser of substantially all of the Registrable Securities (or the rights thereto) from an Investor, as otherwise permitted by the Purchase Agreement. Section 10. Additional Covenants of the Company. The Company agrees that at any time that the Registration Statement, is on Form S-3, for so long as it shall be required to maintain the effectiveness of such registration statement it shall file all reports and information required to be filed by it with the Commission in a timely manner and take all such other action so as to maintain such eligibility for the use of such form. Section 11. Counterparts/Facsimile. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when together shall constitute but one and the same instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties. In lieu of the original, a facsimile transmission or copy of the original shall be as effective and enforceable as the original. Section 12. Remedies. The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. 11 Section 13. Conflicting Agreements. The Company shall not enter into any agreement with respect to its securities that is inconsistent with the rights granted to the holders of Registrable Securities in this Agreement or otherwise prevents the Company from complying with all of its obligations hereunder. Section 14. Headings. The headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Section 15. Governing Law, Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made in New York by persons domiciled in New York City and without regard to its principles of conflicts of laws. Any dispute under this Agreement shall be submitted to arbitration under the American Arbitration Association (the "AAA") in New York City, New York, and shall be finally and conclusively determined by the decision of a board of arbitration consisting of three (3) members (hereinafter referred to as the "Board of Arbitration") selected as according to the rules governing the AAA. The Board of Arbitration shall meet on consecutive business days in New York City, New York, and shall reach and render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to the amount, if any, which the losing party is required to pay to the other party in respect of a claim filed. In connection with rendering its decisions, the Board of Arbitration shall adopt and follow the laws of the

Section 13. Conflicting Agreements. The Company shall not enter into any agreement with respect to its securities that is inconsistent with the rights granted to the holders of Registrable Securities in this Agreement or otherwise prevents the Company from complying with all of its obligations hereunder. Section 14. Headings. The headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Section 15. Governing Law, Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made in New York by persons domiciled in New York City and without regard to its principles of conflicts of laws. Any dispute under this Agreement shall be submitted to arbitration under the American Arbitration Association (the "AAA") in New York City, New York, and shall be finally and conclusively determined by the decision of a board of arbitration consisting of three (3) members (hereinafter referred to as the "Board of Arbitration") selected as according to the rules governing the AAA. The Board of Arbitration shall meet on consecutive business days in New York City, New York, and shall reach and render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) with respect to the amount, if any, which the losing party is required to pay to the other party in respect of a claim filed. In connection with rendering its decisions, the Board of Arbitration shall adopt and follow the laws of the State of New York. To the extent practical, decisions of the Board of Arbitration shall be rendered no more than thirty (30) calendar days following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to all parties involved in the dispute. Any decision made by the Board of Arbitration (either prior to or after the expiration of such thirty (30) calendar day period) shall be final, binding and conclusive on the parties to the dispute, and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The Board of Arbitration shall be authorized and is hereby directed to enter a default judgment against any party failing to participate in any proceeding hereunder within the time periods set forth in the AAA rules. The non-prevailing party to any arbitration (as determined by the Board of Arbitration) shall pay the expenses of the prevailing party, including reasonable attorneys' fees, in connection with such arbitration. Any party shall be entitled to obtain injunctive relief from a court in any case where such relief is available, and the non-prevailing party in any such injunctive proceeding shall pay the expenses of the prevailing party, including reasonable attorneys' fees, in connection with such injunctive proceeding. 12

IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be duly executed, on this __ day of June, 2000. WORLDWIDE WIRELESS NETWORKS, INC.
By: /s/ Jack Tortorice -------------Jack Tortorice Chairman & CEO

INVESTORS: AMRO INTERNATIONAL, S.A.
By: /s/ H.U. Bachofen -------------H.U. Bachofen Director

TRINITY CAPITAL ADVISORS, INC.
By: /s/ Gene Jung -------------Gene Jung

IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be duly executed, on this __ day of June, 2000. WORLDWIDE WIRELESS NETWORKS, INC.
By: /s/ Jack Tortorice -------------Jack Tortorice Chairman & CEO

INVESTORS: AMRO INTERNATIONAL, S.A.
By: /s/ H.U. Bachofen -------------H.U. Bachofen Director

TRINITY CAPITAL ADVISORS, INC.
By: /s/ Gene Jung -------------Gene Jung Managing Director

EMPLOYMENT AGREEMENT WITH CHARLES BREAM DATE JANUARY 1, 2000 OFFICER/DIRECTOR EMPLOYMENT CONTRACT This contract for employment of an officer and/or director (the "agreement") is entered into between Pacific Link Internet, Inc., a California corporation d.b.a. "Global Pacific Internet" as a subsidiary of Worldwide Wireless Networks, Inc., a Nevada corporation, with its principal place of business located at 770 The City Drive South, Suite 3400, Orange, California 92868 (hereinafter known collectively as the "employer"), and Charles C. Bream, an individual. ARTICLE 1. TERM OF EMPLOYMENT Specified Period Section 1.01 Employer hereby employs employee and employee hereby accepts employment with employer for a period of five (5) years, beginning on January 1, 2000, and terminating on December 31, 2004. Automatic Renewal Section 1.02 This agreement shall be renewed automatically for Four (4) additional consecutive terms of One (1) year each, unless either party gives notice to the other at least Ninety (90) days prior to the expiration of any term of its intention not to renew. "Employment Term" Defined Section 1.03 As used herein, the phrase "employment term" refers to the entire period of employment of employee by employer hereunder, whether for the periods provided above, or whether terminated earlier,

EMPLOYMENT AGREEMENT WITH CHARLES BREAM DATE JANUARY 1, 2000 OFFICER/DIRECTOR EMPLOYMENT CONTRACT This contract for employment of an officer and/or director (the "agreement") is entered into between Pacific Link Internet, Inc., a California corporation d.b.a. "Global Pacific Internet" as a subsidiary of Worldwide Wireless Networks, Inc., a Nevada corporation, with its principal place of business located at 770 The City Drive South, Suite 3400, Orange, California 92868 (hereinafter known collectively as the "employer"), and Charles C. Bream, an individual. ARTICLE 1. TERM OF EMPLOYMENT Specified Period Section 1.01 Employer hereby employs employee and employee hereby accepts employment with employer for a period of five (5) years, beginning on January 1, 2000, and terminating on December 31, 2004. Automatic Renewal Section 1.02 This agreement shall be renewed automatically for Four (4) additional consecutive terms of One (1) year each, unless either party gives notice to the other at least Ninety (90) days prior to the expiration of any term of its intention not to renew. "Employment Term" Defined Section 1.03 As used herein, the phrase "employment term" refers to the entire period of employment of employee by employer hereunder, whether for the periods provided above, or whether terminated earlier, renewed, or otherwise extended by mutual agreement of the parties. ARTICLE 2. DUTIES AND OBLIGATIONS OF EMPLOYEE General Duties Section 2.01 Employee shall serve as President and COO (Chief Operating Officer) for an interim period of sixty (60) days from the initiation date of this contract. After such time, employee shall transition to the position of CEO (Chief Executive Officer) and remain in that position until termination of this contract by lapse of time or other provisions provided for hereunder. Employee shall also become a member of the Board of Directors as of the date of this agreement. In his capacity as President and COO, employee shall use his best efforts and do and preform all services, acts, or things necessary or advisable to manage and conduct the business of employer, subject at all times to the policies set by Employer's Board of Directors and subject to the consent of the Board of Directors when required by the terms of this agreement. During this interim period, employee and the company through its officers, managers and Board of Directors, shall develop and agree upon a "point sheet," to be signed by the parties hereto and attached to this agreement as Exhibit "A" prior to employee taking his position as CEO, said "point sheet" to contain an outline, listing and description of the duties, authorities, obligations, rights and responsibilities (relative to other officers, managers and directors) of the CEO position assumed by employee. Devotion to Employer's Business Section 2.02 Unless agreed to in writing by employer, (a) employee shall devote his entire productive time, ability, energies, and attention to the business of employer during the term of this contract.(b) Employee shall not engage in any other business duties or pursuits whatsoever, or directly or indirectly render any services of a business, commercial or other professional nature to any other person or organization, for compensation in wages, equity or otherwise, for any period of time longer than two calendar weeks, without the prior written consent of employer's Board of Directors. (c) This agreement shall not be interpreted to prohibit employee from making passive personal investments or conducting private business affairs if those activities do not materially interfere with the services required under this agreement. However, employee shall not directly or indirectly acquire, hold or retain any interest in excess of

five (5%) per cent in any business directly competing with the business of employer. Indemnification for Negligence or Misconduct Section 2.03 Employee and employer agree to mutually indemnify the other and to hold the other harmless from liability for loss, damage, or injury to persons or property resulting from any breach of this agreement by the other, the definition of said breach to include but not be limited to negligence, gross negligence, or other misconduct Trade Secrets Section 2.04 (a) The parties acknowledge and agree that during the term of this agreement and in the course of the discharge of the duties hereunder, Employee shall have access to and become acquainted with information concerning the operation and process of Employer, including without limitation, financial, personnel, sales, scientific, and other information that is owned by or proprietary to Employer and regularly used in the operation of Employer's business, and that such information constitutes trade secretes. (b) Employee specifically agrees that he shall not misuse, misappropriate, or disclose any such trade secrets, directly or indirectly, to any other person or use them in any way, either during the term of the agreement or at any other time thereafter, except as is required in the course of his employment hereunder. (c) Employee acknowledges and agrees that the sale or unauthorized use or disclosure of any of Employer's trade secrets obtained by Employee during the course of his employment under this agreement, including information concerning Employer's current or any future and proposed work, services, or products, the fact that any such work, services, or products are planned, under consideration, or in production, as well as any descriptions thereof (Proprietary Information), constitute unfair competition. Employee promises and agrees not to engage in any unfair competition utilizing Employer's Proprietary Information. (d) Employee further agrees that all files, records, documents, drawings, specifications, equipment, and similar items relating to Employer's business are and shall remain exclusively the property of Employer. ARTICLE 3. OBLIGATIONS OF EMPLOYER Section 3.01 Employer shall provide Employee with office facilities, parking privileges, office equipment, supplies and other facilities and services, suitable to Employee's position and adequate for the performance of his duties. Indemnification of Losses of Employee Section 3.02 Employer shall indemnify Employee for all loses sustained by Employee in direct consequence of the discharge of his duties on Employer's behalf. ARTICLE 4. COMPENSATION OF EMPLOYEE Annual Salary Section 4.01 (a) As compensation for the services to be performed hereunder, Employee shall receive a guaranteed salary at the rate of One Hundred Twenty Thousand ($120,000.00) dollars per year during the employment term, to be paid pro rata two times per month. Said salary shall be reviewed and renegotiated every three (3) months with the Directors of Employer. In the event Employer's financial condition is such that it does not have the funds necessary to pay Employee and the salaries of the two other top paid executives for a period of two (2) consecutive months, Employer may, by action of its board of directors, reduce Employee's salary by 50%, until such time as Employer's financial condition improves. However, any such reduction shall be on par with and at an equal pro rata reduction with, the other two top paid executives of Employer. In such event, Employer shall, at the request of Employee, provide Employee with financial data in support of such action. All funds not paid during this period shall be repaid to Employee by Employer on a "best efforts" basis. However, if such repayment does not occur within 6 months, Employee may elect to take the lost income in the form of a stock grant under the same pricing, terms and conditions set forth in Section 5.01 of this agreement. Tax Withholding

Section 4.02 Employer shall have the right to deduct or withhold from the compensation due to Employee hereunder any and all sums required for federal income and Social Security taxes and all state and local taxes now applicable or that may be enacted and become applicable in the future. ARTICLE 5. EMPLOYEE INCENTIVES Restricted Stock Options Section 5.01 Employee shall receive Five Hundred Eighty Thousand (580,000) restricted cashless options at a strike price of Three Dollars ($3.00) drawn from the company's Employment Stock Option Program. The stock will vest as follows: a) One Hundred Thousand (100,000) shares will vest in full upon the date of this agreement. b) Twenty Thousand (20,000) shares will vest each month, with the basis being the average of the last five (5) trading days of the month, for the first twenty four (24) months of employment, totaling Four Hundred Eighty Thousand (480,000) options. The option/exercise period shall be from the date of vesting through the date seven (7) years from the date of vesting. However, the date of vesting shall accelerate, and all stock options contemplated pursuant to this clause shall vest immediately, at the strike price in effect on the date of acceleration, upon the occurrence of any of the following:Termination for cause pursuant to this contract; Termination without cause pursuant to this contract; Any event that could jeopardize the above referenced vesting schedule of remaining options, including but not limited to any change in the material terms of, or rights and obligations contained in, this employment agreement, or any sale, merger, takeover or change in control of the stock of company such that any single shareholder or group of shareholders in concert and acting together shall gain control of 51% or more of the outstanding shares of company. Incentive Stock Option Program Section 5.02 If the Board of Directors of Employer elects to institute an Incentive Stock Option program, or other stock program not currently in effect, Employee shall be eligible to participate in said program under the guidelines set forth, and continue to participate in the Employment Stock Option Program, the Board may elect to reduce Employee's participation in any such incentive stock option program by 25% vis a vis other officers or directors during the first two years of employee's employment. However, this reduction can only apply to one stock option program if multiple programs are in place. Performance Bonus Eligibility Section 5.03 Employer does not now maintain, but agrees to assemble and propose to its Board of Directors, during and covering the calendar year 2000, an Annual Performance Bonus Plan to include Employee and such other top executives of Employer as the Board shall deem appropriate, subject to the limitations set forth in Section 5.02, above. ARTICLE 6. EMPLOYEE BENEFITS Annual Vacation Section 6.01. Employee shall be entitled to three (3) weeks vacation each year, and those business days that fall between Christmas and New Year's day, without loss of compensation. Employee may be absent from his employment for vacation only at such times as Employer's Board of Directors shall determine form time to time. In the event that Employee is unable for any reason to take the total amount of vacation days authorized therein during the year, he shall be entitled to use such un-taken vacation days in the next year of employment. ARTICLE 7. BUSINESS EXPENSES Reimbursement of Business Expenses Section 7.01 (a) Employer shall promptly reimburse Employee for all reasonable business expenses incurred by Employee in connection with the business of Employer. (b) Each such expenditure shall be reimbursable only if it is of a nature qualifying it as proper deduction on the federal and state income tax return of Employer. (c) Each such expenditure shall be reimbursable only if Employee furnishes to Employer adequate records and

other documentary evidence required by federal and state statutes and regulations issued by the appropriate taxing authorities for the substantiation of each such expenditure as an income tax deduction. Notwithstanding the forgoing, Employee shall not incur expenses in excess of Five Hundred ($500.00) dollars, excluding expenses incurred in connection with travel outside of the metropolitan Los Angeles area, without obtaining the prior consent of Employer, which consent shall not be unreasonably withheld or delayed. (d) Employee shall be reimbursed for the use of his privately owned vehicle at $500 per month. If business mileage exceeds this, he will also be reimbursed for the difference at standard government rates. Repayment of Disallowed Expenses Section 7.02. In the event that any expenses paid for Employee or any reimbursement of expenses paid to Employee shall, on audit or other examination of employer's income tax returns, be determined not to be allowable deductions from Employer's gross income because of Employee's misrepresentation or characterization of such expenses, and in the further event that this determination shall be acceded to by the Employer or made final by the appropriate federal or state taxing authority or a final judgment of a court of competent jurisdiction, and no appeal is taken from the judgment or the applicable period for filing notice of appeal has expired, Employee shall repay to Employer the full amount of the disallowed expenses. ARTICLE 8. RELOCATION OF EMPLOYEE Section 8.01. Employee shall be reimbursed Five Hundred Dollars ($500.00) per month for temporary lodging while relocating, up to a maximum period of six months from the effective date of this agreement. Section 8.02 Employee shall be reimbursed for one trip to Virginia every three weeks while relocating, with roundtrip airfares of no more than $450.00, for a maximum period of six months. Employee's Spouse may take one or more of these trips in the place of Employee, under the same conditions of this Section. Section 8.03 Employee will be reimbursed for realtor fees, up to 3 % of the sale price, on the sale of his home in Virginia. If realtor fees exceed 3% of the sale price, the difference will be reimbursed to Employee by a stock grant under the same terms and conditions set forth herein under Section 5.01. Section 8.04 Employee will be reimbursed for moving and shipping costs related to relocation up to a maximum of Twelve Thousand Five Hundred Dollars ($12,500.00). ARTICLE 9. TERMINATION OF EMPLOYMENT Termination for Cause Section 9.01. (a) Employer reserves the right to terminate this agreement if Employee 1) willfully breaches any of the terms of this agreement; 2) habitually neglects the duties which he is required to perform under the terms of this agreement, including those set forth in Exhibit "A," to be attached hereto after agreement of the parties but prior to assumption of the CEO position; 3) or commits such acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the effective performance of his duties. (b) Employer may at its option terminate this agreement for the reasons stated in this section by giving written notice of termination to Employee without prejudice to any other remedy to which employer maybe entitled either at law, in equity, or under this agreement. Notwithstanding the foregoing, as a condition precedent to such termination, Employer shall have provided Employee with written notice of his breach, setting forth in detail the cause thereof, and providing Employee with an opportunity to respond to such claim and be heard upon his response by a meeting of the Board of Directors. In terminating Employee for cause, Employer shall further follow and adhere to any procedures and guidelines set forth in Employer's "Employee Handbook" in addition to the termination requirements set forth herein. If there are any conflicting terms or conditions regarding termination between the Handbook and this agreement, the agreement shall prevail, whether termination is for cause or without cause. (c) The notice of termination required by this section shall specify the ground for the termination and shall be supported by a statement of relevant facts. (d)Termination under this section shall be considered "for cause" for the purposes of this agreement. Termination Without Cause Section 9.02 Notwithstanding any other termination clause hereunder, and unfettered by any requirements or

procedures set forth in Employer's "Employee Handbook," Employer may terminate Employee without cause, upon thirty (30) days notice, but shall at that time become obligated to pay to Employee a severance payment equal to six (6) months of salary at the rate applicable on the date of notice of termination. In such event, Employer shall also be required to continue to furnish, under the Employee's existing health plan, health insurance, for a period of one year from the date of termination, or until such time as Employee is offered or eligible for health insurance from any other employer. Termination by Employee Section 9.03. Employee may terminate his obligations under this agreement by giving the Employer at least Thirty (30) days notice in advance. In the event Employee shall terminate his obligations hereunder, Employee shall not be entitled to any payment of unpaid annual salary from Employer, any other severance, or continuation of health benefits as provided in Section 9.02, above. ARTICLE 10. GENERAL PROVISIONS Notices Section 10.01. Any notices to be given hereunder by either party to the other shall be in writing and may be transmitted by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in the introductory paragraph of this agreement, but each party may change that address by written notice in accordance with this section. Notices delivered personally shall be deemed communicated as of the date of actual receipt; mailed notice shall be deemed communicated as of the date of mailing. Attorney's Fees and Costs Section 10.02. If any action at law or in equity is necessary to enforce or interpret the terms of this agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which that party may be entitled. This provision shall be construed as applicable to the entire agreement. The parties hereto agree that the Superior Court of Orange County shall have and retain exclusive jurisdiction over any dispute under this agreement, and California law shall govern in any controversy arising. Consents Section 10.03. Employer agrees that all consents required of it hereunder shall neither be unreasonably withheld nor delayed. Entire Agreement Section 10.04. This agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the employment of Employee by Employer and contains all of the covenants and agreements between the parties with respect to that employment in any manner whatsoever. Each party to this agreement acknowledges that no representation, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this agreement shall be valid or binding on either party. Modifications Section 10.05. Any modification of this agreement will be effective only if it is in writing and signed by the party to be charged. Effect of Waiver Section 10.06. The failure of either party to insist on strict compliance with any of the terms, covenants, or conditions of this agreement by the other party shall not be deemed a waiver of that term, covenant, or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.

Partial Invalidity Section 10.07. If any provision in this agreement is held by court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provision shall nevertheless continue in full force without being impaired or invalidated in any way. Facsimile Signatures Section 10.08 Any signed copy of this agreement or of any other document or agreement referred to herein, or copy or counterpart thereof, delivered by facsimile transmission, shall for all purposes be treated as if it were delivered containing an original manual signature of the party whose signature appears in the facsimile, and shall be binding upon such party in the same matter as though an originally signed copy had been delivered. Executed on ____________________, 2000, at Orange, California. Employer : Worldwide Wireless Networks, Inc., a Nevada Corporation Pacific Link Internet, Inc., a California corporation d.b.a. Global Pacific Internet by: its: Executed on ____________________, 2000, at Orange, California. Employee :
/s/ Charles C. Bream ---------------Charles C. Bream

CONSULTANT AGREEMENT, DATED JULY 12, 2000 BETWEEN WORLDWIDE WIRELESS AND COLUMBIA FINANCIAL GROUP CONSULTANT AGREEMENT Columbia Financial Group is an investor relations, direct marketing, publishing, publicrelations and advertising firm with expertise in the dissemination of information about publicly traded companies. Also in the business of providing investor relations services, public relations, services, publishing, advertising services, fulfillment services, as well as Internet related a services. Agreement made this 12th day of July 2000, between Worldwide Wireless Networks, Inc. (hereinafter referred to as "Corporation"), and Columbia Financial Group, Inc. (hereinafter referred to as "Consultant"), (collectively referred to as the "Parties"):Recitals: The Corporation desires to engage the services of the Consultant to perform for the Corporation consulting services regarding all phases of the Corporation's "Investor Relations" to include direct investor relations and broker/dealer relations as such may pertain to the operation of the Corporation's business. The Consultant desires to consult with the Board of Directors, the Officers of the Corporation, and certain administrative staff members of the Corporation, and to undertake for the Corporation consultation as to the company's investor relations activities involving corporate relations and relationships with various broker/dealers involved in the regulated securities industry. AGREEMENT 1. The respective duties and obligations of the contracting Parties shall be for a period of twelve (12) months

CONSULTANT AGREEMENT, DATED JULY 12, 2000 BETWEEN WORLDWIDE WIRELESS AND COLUMBIA FINANCIAL GROUP CONSULTANT AGREEMENT Columbia Financial Group is an investor relations, direct marketing, publishing, publicrelations and advertising firm with expertise in the dissemination of information about publicly traded companies. Also in the business of providing investor relations services, public relations, services, publishing, advertising services, fulfillment services, as well as Internet related a services. Agreement made this 12th day of July 2000, between Worldwide Wireless Networks, Inc. (hereinafter referred to as "Corporation"), and Columbia Financial Group, Inc. (hereinafter referred to as "Consultant"), (collectively referred to as the "Parties"):Recitals: The Corporation desires to engage the services of the Consultant to perform for the Corporation consulting services regarding all phases of the Corporation's "Investor Relations" to include direct investor relations and broker/dealer relations as such may pertain to the operation of the Corporation's business. The Consultant desires to consult with the Board of Directors, the Officers of the Corporation, and certain administrative staff members of the Corporation, and to undertake for the Corporation consultation as to the company's investor relations activities involving corporate relations and relationships with various broker/dealers involved in the regulated securities industry. AGREEMENT 1. The respective duties and obligations of the contracting Parties shall be for a period of twelve (12) months commencing on the date first appearing above. This Agreement may be terminated by either party only in accordance with the terms and conditions set forth in Paragraph 8. Services Provided by Consultant 2. Consultant will provide consulting services in connection with the Corporation's "investor relations" dealings with NASD broker/dealers and the investing public. (At no time shall the Consultant provide services which would require Consultant to be registered and licensed with any federal or state regulatory body or self-regulating agency.) During the term of this Agreement, Consultant will provide those services customarily provided by an investor relations firm to a Corporation, including but not limited to the following: (a) Aiding the Corporation in developing a marketing plan directed at informing the investing public as to the business of the Corporation; and (b) Providing assistance and expertise in devising an advertising campaign in conjunction with the marketing campaign as set forth in (1) above; and (c) Advise the Corporation and provide assistance in dealing with institutional investors as it pertains to the Corporation's offerings of its securities; and (d) Aid and assist the Corporation in the Corporation's efforts to secure "market makers" which will trade the Corporation's stock to the public by providing such information as may be required; and (e) Aid and advise the Corporation in establishing a means of securing nationwide interest in the Corporation's securities; and (f) Aid and assist the Corporation in creating an "institutional site program" to provide ongoing and continuous information to fund managers; and (g) Aid and consult with the Corporation in the preparation and dissemination of press releases and news announcements; and

(h) Aid and consult with the Corporation in the preparation and dissemination of all "due diligence" packages requested by and furnished to NASD registered broker/dealers, the investing public, and/or other institutional and/or fund managers requesting such information from the Corporation. Compensation 3. In consideration for the services provided by Consultant to the Corporation, the Corporation shall on behalf of the Consultant cause to be vested, (hereinafter "delivered") at the signing of this Agreement 25% or one-quarter of the warrants as set forth below, and the balance of the warrants will be delivered on or before the beginning of the third quarter of the Agreement. All such warrants delivered shall have a term of five years and shall have preferred, "piggy back" registration rights. The warrants shall be issued at the following exercise price: 200,000 warrants at $3.75 per share 200,000 warrants at $4.00 per share 200,000 warrants at $4.50 per share In addition to the warrants state above, Columbia Financial Group shall receive 200,000 shares of restricted stock. Columbia Financial Group Compliance 4. At the time consultants give notice to the Company or execution of the Warrants referred to in #3, Compensation above, common shares underlying the warrants, delivered by the Corporation to Consultant will, at that particular time be free trading, or if not, the shares shall be incorporated in the next registration statement filed by the Corporation. The warrants shall have "piggy back" registration rights and will, at the expense of the Corporation, be included in said registration statement in a timely manner. Representation of Corporation 5. (a) The Corporation, upon entering into this Agreement, hereby warrants and guarantees to the Consultant that to the best knowledge of the Officers and Directors of the Corporation, all statements, either written or oral, made by the Corporation to the Consultant are true and accurate, and contain no misstatements of a material fact. Consultant acknowledges that estimates of performance made by Corporation are based upon the best information available to Corporation officers at the time of said estimates of performance. The Corporation acknowledges that the information it delivers to the Consultant will be used by the Consultant in preparing materials regarding the Company's business including but not necessarily limited to, its financial condition, for dissemination to the public. Therefore, in accordance with Paragraph 6, below, the Corporation shall hold harmless the Consultant from any and all errors, omissions, misstatements, except those made in a negligent or intentionally misleading manner in connection with all information furnished by the Corporation to Consultant. (b) Consultant shall agree to release information only with written or verbal approval of the company. 6. Worldwide Wireless Networks, Inc. 1. Authorized 50 million shares 2. Issued 12,058,838 shares 3. Outstanding 12,058,833 shares 4. Free trading (float) 4.1 million shares (approx.) 5. Shares subject to Rule 144 restrictions 8 million shares (approx.) Columbia Financial Group Limited Liability 7. With regard to the services to be performed by the Consultant pursuant to the terms of this Agreement, the Consultant shall not be liable to the Corporation, or to anyone who may claim any right due to any relationship with the Corporation, for any acts or omissions in the performance of services on the part of the Consultant,

with the Corporation, for any acts or omissions in the performance of services on the part of the Consultant, except when said acts or omissions of the Consultant are due to its willful misconduct or culpable negligence. Termination 8. This Agreement may be terminated by either party upon the giving of not less than thirty (30) days written notice, delivered to the parties at such address or addresses as set forth in Paragraph 9, below. In the event this Agreement is terminated by the Corporation, compensation paid by the Corporation pursuant to paragraph 3 above, to the Consultant to the date of termination (or through the end of the month during which notice of termination is delivered). In the event this Agreement is terminated by consultant, compensation shall be reimbursed to Corporation as follows: The Agreement will be divided into four equal quarters. If termination occurs within the first quarter or initial ninety (90) days of the Agreement the Consultants will have no obligation to return any of the initial compensation of the contract pursuant to paragraph 3 above. Each and every subsequent quarter of the Agreement will have an equal amount of compensation. If termination occurs within any quarter of the Agreement the Consultants will return a pro rata amount based on a 90 day quarter. The valuation of said shares for purposes of repayment of shares, shall be the bid price of said shares as of the date shares are tendered back to the Corporation. If there is no bid price, then the price shall be agreed to, by separate writing to be determined by the parties upon the execution of this agreement. Notices 9. Notices to be sent pursuant to the terms and conditions of this agreement shall be sent as follows:
Timothy J. Rieu Columbia Financial Group, Inc. 1301 York Road, Ste. 400 Lutherville, Maryland 21093 Columbia Financial Group Jack Tortorice Worldwide Wireless Networks, Inc. 770 The City Drive South, Ste. 3700 Orange, CA 92868

Attorney's Fees In the event any litigation or controversy, including arbitration, arises out of or in connection with this Agreement between the Parties hereto, the prevailing party in such litigation, arbitration or controversy, shall be entitled to recover from the other party or parties, all reasonable attorney's fees expenses and suit costs, including those associated within the appellate or post judgment collections proceedings. Arbitration 10. In connection with any controversy or claim arising out of or relating to this Agreement, the Parties hereto agree that such controversy shall be submitted to arbitration, in conformity with the Federal Arbitration Act (Section 9 U.S. Code Section 901 et seq.), and shall be conducted in accordance with the Rules of the American Arbitration Association. Any judgment rendered as a result of the arbitration of any dispute herein, shall upon being rendered by the arbitrators be submitted to a Court of competent jurisdiction with the state of Maryland, if initiated by the Consultant, or in the state of California by the Corporation. Governing Law 11. This Agreement shall be construed under and in accordance with the laws of the State of California, and all parties hereby consent to California as the proper jurisdiction for said proceeding provided herein. Parties Bound 12. This Agreement shall be binding on and inure to the benefit of the contracting parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns when permitted by this Agreement.

Legal Construction 13. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision, and this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained in it. Prior Agreements Superseded 14. This Agreement constitutes the sole and only Agreement of the contracting parties and supersedes any prior understandings or written or oral agreements between the respective parties. Further, this Agreement may only be modified or changed by written agreement signed by all the parties hereto. Columbia Financial Group Multiple Copies or Counterparts of Agreement 15. The original and one or more copies of this Agreement may be executed by one or more of the parties hereto. In such event, all of such executed copies shall have the same force and effect as the executed original, and all of such counterparts taken together shall have the effect of a fully executed original. Further, this Agreement may be signed by the parties and copies hereof delivered to each party by way of facsimile transmission, and such facsimile copies shall be deemed original copies for all purposes if original copies of the parties' signatures are not delivered. Liability of Miscellaneous Expenses 16. The Corporation shall be responsible to any miscellaneous fees and costs approved in writing prior by the Corporation or its agents to commitment that are unrelated to the agreement made between the Parties. Headings 17. Headings used throughout this Agreement are for reference and convenience, and in no way define, limit or describe the scope or intent of this Agreement or effect its provisions. IN WITNESS WHEREOF, the Parties have set their hands and sale as of the date written above.
BY: /s/ Timothy J. Rieu --------------Timothy J. Rieu President Columbia Financial Group, Inc.

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

CONSULTANT AGREEMENT, DATED NOVEMBER 2000, BETWEEN WORLDWIDE WIRELESS AND COLUMBIA FINANCIAL GROUP AMENDMENT TO CONSULTANT AGREEMENT THIS AMENDMENT (the "Amendment") is entered into as of the ____ day of November, 2000,by and between WORLDWIDE WIRELESS NETWORKS, INC., (the "Corporation"), and COLUMBIA FINANCIAL GROUP, INC. (the "Consultant", collectively with the Corporation, the "Parties"). This Amendment shall modify the terms and conditions of both (i) the Consultant Agreement entered into on the

CONSULTANT AGREEMENT, DATED NOVEMBER 2000, BETWEEN WORLDWIDE WIRELESS AND COLUMBIA FINANCIAL GROUP AMENDMENT TO CONSULTANT AGREEMENT THIS AMENDMENT (the "Amendment") is entered into as of the ____ day of November, 2000,by and between WORLDWIDE WIRELESS NETWORKS, INC., (the "Corporation"), and COLUMBIA FINANCIAL GROUP, INC. (the "Consultant", collectively with the Corporation, the "Parties"). This Amendment shall modify the terms and conditions of both (i) the Consultant Agreement entered into on the 1st day of June 1999 by and between the Parties (the "First Agreement"), and (ii) the Consultant Agreement entered into on the 12th day of July 2000, by and between the Parties (the "Second Agreement", collectively with the First Agreement, the "Consultant Agreement"), in accordance with Section 13 of both of the Consultant Agreements. WHEREAS, due to market conditions and the current price of the Corporation's common shares, the Board of Directors of the Corporation has elected to amend the exercise price of the warrants contemplated as consideration in the Consultant Agreement; NOW, THEREFORE, in consideration of the foregoing premises and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Amendments. Upon execution of this Amendment, the Parties agree to the following: 1.01. Warrants Issued Under the Consultant Agreement. The four hundred thousand (400,000) warrants contemplated as consideration due to the Consultant for services to be provided to the Corporation under the First Agreement and the six hundred thousand (600,000) warrants contemplated as consideration due to the Consultant for services to be provided to the Corporation under the Second Agreement, shall now have an exercise price of One Dollar and Ten Cents ($1.10) per share. The aggregate amount of all one million (1,000,000) of these warrants (the "Warrants") shall be fully vested. 1.02. Term of the Consultant Agreement. The Warrants and the two hundred thousand (200,000) restricted shares of common stock issued to the Consultant pursuant to Section 3 the Second Agreement (the "Restricted Shares") are consideration for services that shall be provided to the Corporation during the period of October 2000 through September 2001. The parties therefore hereby agree that the term of the Second Agreement is amended to reflect such new time period. 1.03. Exercise of Warrants. The parties hereby agree that: (a) the Consultant shall exercise six hundred thousand (600,000) of the Warrants for a total purchase price of Six Hundred Sixty Thousand Dollars ($660,000) at the time the Corporation files its Form SB-2A with the United States Securities and Exchange Commission (the "SEC"); and (b) the Consultant shall exercise four hundred thousand (400,000) of the Warrants for a purchase price of Four Hundred Forty Thousand ($440,000) after the Form SB-2A has been declared effective by the SEC. 2. Miscellaneous Provisions. 2.01. Notices. All notices sent pursuant to the terms and conditions of this Amendment shall be sent as follows: If to the Corporation: Worldwide Wireless Networks, Inc. 770 The City Drive South, Suite 3700 Orange, California 92868
Attn: Mr. Jack Tortorice

Chairman of the Board Chief Executive Officer

With a copy (which shall Feldhake, August & Roquemore LLP not constitute notice) to: 19900 MacArthur Blvd., Suite 850 Irvine, California 92612 Attn: Kenneth S. August, Esq. If to the Consultant: Columbia Financial Group, Inc. 1301 York Road, Suite 400 Lutherville, Maryland 21093 Attn: Mr. Timothy J. Rieu 2.02. Binding Amendment. This Amendment shall constitute a binding amendment to the Consultant Agreement of the parties hereto, enforceable against each of them in accordance with its terms. This Amendment shall inure to the benefit of each of the parties hereto, and their respective successors and permitted assigns, in accordance with the provisions of the Consultant Agreement. 2.03. Entire Understanding. This Amendment constitutes the final understanding between the parties with respect to the subject matter hereof and the transactions contemplated hereby, and supersedes the Consultant Agreement only with respect to the subject matter hereof. 2.04. Headings. The headings provided herein are for convenience only and shall have no force or effect upon the construction or interpretation of any provision hereof. 2.05. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 2.06. Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of California, and all parties hereby consent to the State of California as the proper jurisdiction for said proceeding provided herein, as in accordance with the Consultant Agreement. 2.07. Severable Provisions. The provisions of this Amendment are severable, and if any one or more provisions is determined to be illegal, indefinite, invalid or otherwise unenforceable, in whole or in part, by any court of competent jurisdiction, then the remaining provisions of this Agreement and any partially unenforceable provisions to the extent enforceable in the pertinent jurisdiction, shall continue in full force and effect and shall be binding and enforceable on the parties. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first above written.
THE CORPORATION: WORLDWIDE WIRELESS NETWORKS, INC.:

ATTEST:

By: /s/ Jack Tortorice ---------------Jack Tortorice Chairman of the Board Chief Executive Officer

By: ------------------------_________________________

THE CONSULTANT: COLUMBIA FINANCIAL GROUP, INC.: WITNESS:

By: /s/ Timothy J. Rieu --------------Timothy J. Rieu

By: ------------------------_________________________

INDEPENDENT AUDITOR'S REPORT To the Board of Directors and Stockholders of Worldwide Wireless Networks, Inc. (formerly Pacific Link Internet, Inc.) Orange, CA We have reviewed the accompanying condensed consolidated balance sheet of Wrldwide Wireless Networks, Inc. (formerly Pacific Link Internet, Inc.) and subsidiary as of September 30, 2000 and the related condensed consolidated statements of income and cash flows for the period then ended. These financial statements are the responsibility of the company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the balance sheet as of December 31, 1999, and the related statements of income, retained earnings, and cash flows for the year then ended (not presented herein); and in our report dated February 18, 2000, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying condensed balance sheet as of December 31, 1999, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. The accompanying statements of operations and cash flows for the period ended September 30, 1999 were not audited or reviewed by us and, accordingly, we do not express an opinion on them.
/s/ Chisholm & Associates --------------------Chisholm & Associates November 1, 2000

Subsidiaries of the Registrant Global Pacific Wireless, Inc. (inactive)

CONSENT OF CROUCH, BIERWOLF & CHISHOLM INDEPENDENT AUDITORS We hereby consent to the use of our report dated February 18, 2000, with respect to the consolidated financial statements included in the filing of the Registration Statement (form SB-2) of Worldwide Wireless Networks, Inc. (formerly Pacific Link Internet, Inc.) for the fiscal years ended December 31, 1999 and 1998.

INDEPENDENT AUDITOR'S REPORT To the Board of Directors and Stockholders of Worldwide Wireless Networks, Inc. (formerly Pacific Link Internet, Inc.) Orange, CA We have reviewed the accompanying condensed consolidated balance sheet of Wrldwide Wireless Networks, Inc. (formerly Pacific Link Internet, Inc.) and subsidiary as of September 30, 2000 and the related condensed consolidated statements of income and cash flows for the period then ended. These financial statements are the responsibility of the company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the balance sheet as of December 31, 1999, and the related statements of income, retained earnings, and cash flows for the year then ended (not presented herein); and in our report dated February 18, 2000, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying condensed balance sheet as of December 31, 1999, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. The accompanying statements of operations and cash flows for the period ended September 30, 1999 were not audited or reviewed by us and, accordingly, we do not express an opinion on them.
/s/ Chisholm & Associates --------------------Chisholm & Associates November 1, 2000

Subsidiaries of the Registrant Global Pacific Wireless, Inc. (inactive)

CONSENT OF CROUCH, BIERWOLF & CHISHOLM INDEPENDENT AUDITORS We hereby consent to the use of our report dated February 18, 2000, with respect to the consolidated financial statements included in the filing of the Registration Statement (form SB-2) of Worldwide Wireless Networks, Inc. (formerly Pacific Link Internet, Inc.) for the fiscal years ended December 31, 1999 and 1998. Crouch, Bierwolf & Chisholm
By: /s/ Todd D. Chisholm ---------------Todd D. Chisholm

Subsidiaries of the Registrant Global Pacific Wireless, Inc. (inactive)

CONSENT OF CROUCH, BIERWOLF & CHISHOLM INDEPENDENT AUDITORS We hereby consent to the use of our report dated February 18, 2000, with respect to the consolidated financial statements included in the filing of the Registration Statement (form SB-2) of Worldwide Wireless Networks, Inc. (formerly Pacific Link Internet, Inc.) for the fiscal years ended December 31, 1999 and 1998. Crouch, Bierwolf & Chisholm
By: /s/ Todd D. Chisholm ---------------Todd D. Chisholm

Salt Lake City, Utah December 15, 2000

CONSENT OF FELDHAKE, AUGUST & ROQUEMORE LLP We hereby consent to the use of our legal opinion dated November 20, 2000, in this registration statement on Form SB-2/A for Worldwide Wireless Networks, Inc. Feldhake, August & Roquemore
/s/ Kenneth S. August -----------------Kenneth S. August, Irvine, California January 4, 2001

Esq.

CONSENT OF FELDHAKE, AUGUST & ROQUEMORE, LLP We hereby consent to the use of our legal opinion dated November 17, 2000, in this registration statement on Form SB-2/A for Worldwide Wireless Networks, Inc. Feldhake, August & Roquemore
/s/ Kenneth S. August -----------------Kenneth S. August, Irvine, California November 17, 2000

Esq.

PRESS RELEASE DATED MAY 8, 2000 ANNOUNCING

CONSENT OF CROUCH, BIERWOLF & CHISHOLM INDEPENDENT AUDITORS We hereby consent to the use of our report dated February 18, 2000, with respect to the consolidated financial statements included in the filing of the Registration Statement (form SB-2) of Worldwide Wireless Networks, Inc. (formerly Pacific Link Internet, Inc.) for the fiscal years ended December 31, 1999 and 1998. Crouch, Bierwolf & Chisholm
By: /s/ Todd D. Chisholm ---------------Todd D. Chisholm

Salt Lake City, Utah December 15, 2000

CONSENT OF FELDHAKE, AUGUST & ROQUEMORE LLP We hereby consent to the use of our legal opinion dated November 20, 2000, in this registration statement on Form SB-2/A for Worldwide Wireless Networks, Inc. Feldhake, August & Roquemore
/s/ Kenneth S. August -----------------Kenneth S. August, Irvine, California January 4, 2001

Esq.

CONSENT OF FELDHAKE, AUGUST & ROQUEMORE, LLP We hereby consent to the use of our legal opinion dated November 17, 2000, in this registration statement on Form SB-2/A for Worldwide Wireless Networks, Inc. Feldhake, August & Roquemore
/s/ Kenneth S. August -----------------Kenneth S. August, Irvine, California November 17, 2000

Esq.

PRESS RELEASE DATED MAY 8, 2000 ANNOUNCING THE PURCHASE OF 1st UNIVERSE INTERNET Monday May 8, 10:36 am Eastern Time Company Press Release Worldwide Wireless Networks Inc. Acquires High Speed Broadband Supplier

CONSENT OF FELDHAKE, AUGUST & ROQUEMORE LLP We hereby consent to the use of our legal opinion dated November 20, 2000, in this registration statement on Form SB-2/A for Worldwide Wireless Networks, Inc. Feldhake, August & Roquemore
/s/ Kenneth S. August -----------------Kenneth S. August, Irvine, California January 4, 2001

Esq.

CONSENT OF FELDHAKE, AUGUST & ROQUEMORE, LLP We hereby consent to the use of our legal opinion dated November 17, 2000, in this registration statement on Form SB-2/A for Worldwide Wireless Networks, Inc. Feldhake, August & Roquemore
/s/ Kenneth S. August -----------------Kenneth S. August, Irvine, California November 17, 2000

Esq.

PRESS RELEASE DATED MAY 8, 2000 ANNOUNCING THE PURCHASE OF 1st UNIVERSE INTERNET Monday May 8, 10:36 am Eastern Time Company Press Release Worldwide Wireless Networks Inc. Acquires High Speed Broadband Supplier ORANGE, Calif.--(BUSINESS WIRE)--May 8, 2000--Worldwide Wireless Networks, Inc. (OTC BB: WWWN - news) today announced the purchase of the assets of 1st Universe Internet, which is located in Irvine, California. This company has a profitable base of high-speed broadband customers. 1st Universe changed its primary focus from being a telecom reseller to a reseller of high-speed access a year ago. Since then, they have increased their billing base over 250% with most of the increase coming from new wireless high-speed links. 1st Universe billed out (unaudited) approximately $358,000 in revenue in 1999 and estimated revenue of $97,000 during the first quarter of 2000. This revenue, and the company's customer base, will be moved over to Worldwide Wireless Networks effective June 1, 2000. Sean Loftis,the President of 1st Universe, will be joining Worldwide Wireless Networks as the Western Regional Vice President of Sales. In addition to being a reseller of high-speed access, 1st Universe also offers web development and hosting and has telecom reseller contracts with major carriers. ``This acquisition not only brings us new revenues and new customers, but also an expanded product line and a seasoned telemarketing team,'' said Jack Tortorice, CEO of Worldwide Wireless Networks. ``As we implement our business plan, we expect to make more acquisitions like this one to help build our revenue stream and add talent to our growing staff needs.''

CONSENT OF FELDHAKE, AUGUST & ROQUEMORE, LLP We hereby consent to the use of our legal opinion dated November 17, 2000, in this registration statement on Form SB-2/A for Worldwide Wireless Networks, Inc. Feldhake, August & Roquemore
/s/ Kenneth S. August -----------------Kenneth S. August, Irvine, California November 17, 2000

Esq.

PRESS RELEASE DATED MAY 8, 2000 ANNOUNCING THE PURCHASE OF 1st UNIVERSE INTERNET Monday May 8, 10:36 am Eastern Time Company Press Release Worldwide Wireless Networks Inc. Acquires High Speed Broadband Supplier ORANGE, Calif.--(BUSINESS WIRE)--May 8, 2000--Worldwide Wireless Networks, Inc. (OTC BB: WWWN - news) today announced the purchase of the assets of 1st Universe Internet, which is located in Irvine, California. This company has a profitable base of high-speed broadband customers. 1st Universe changed its primary focus from being a telecom reseller to a reseller of high-speed access a year ago. Since then, they have increased their billing base over 250% with most of the increase coming from new wireless high-speed links. 1st Universe billed out (unaudited) approximately $358,000 in revenue in 1999 and estimated revenue of $97,000 during the first quarter of 2000. This revenue, and the company's customer base, will be moved over to Worldwide Wireless Networks effective June 1, 2000. Sean Loftis,the President of 1st Universe, will be joining Worldwide Wireless Networks as the Western Regional Vice President of Sales. In addition to being a reseller of high-speed access, 1st Universe also offers web development and hosting and has telecom reseller contracts with major carriers. ``This acquisition not only brings us new revenues and new customers, but also an expanded product line and a seasoned telemarketing team,'' said Jack Tortorice, CEO of Worldwide Wireless Networks. ``As we implement our business plan, we expect to make more acquisitions like this one to help build our revenue stream and add talent to our growing staff needs.'' About Worldwide Wireless Networks Worldwide Wireless Networks is an integrated wireless communications company headquartered in Orange, California. The Company specializes in high-speed Internet access using an owned wireless network. Other products and services include DSL, frame relay, collocation services and network consulting. The Company serves all sizes of commercial business accounts and the home office market. For more information, visit them on the Web at www.wwwn.com. The statements made in this release which are not historical facts contain certain forward-looking statements concerning potential developments affecting the business, prospects, financial condition and other aspects of the company to which this release pertains. The actual results of the specific items described in this release, and the company's operations generally, may differ materially from what is projected in such forward-looking statements. Although such statements are based

PRESS RELEASE DATED MAY 8, 2000 ANNOUNCING THE PURCHASE OF 1st UNIVERSE INTERNET Monday May 8, 10:36 am Eastern Time Company Press Release Worldwide Wireless Networks Inc. Acquires High Speed Broadband Supplier ORANGE, Calif.--(BUSINESS WIRE)--May 8, 2000--Worldwide Wireless Networks, Inc. (OTC BB: WWWN - news) today announced the purchase of the assets of 1st Universe Internet, which is located in Irvine, California. This company has a profitable base of high-speed broadband customers. 1st Universe changed its primary focus from being a telecom reseller to a reseller of high-speed access a year ago. Since then, they have increased their billing base over 250% with most of the increase coming from new wireless high-speed links. 1st Universe billed out (unaudited) approximately $358,000 in revenue in 1999 and estimated revenue of $97,000 during the first quarter of 2000. This revenue, and the company's customer base, will be moved over to Worldwide Wireless Networks effective June 1, 2000. Sean Loftis,the President of 1st Universe, will be joining Worldwide Wireless Networks as the Western Regional Vice President of Sales. In addition to being a reseller of high-speed access, 1st Universe also offers web development and hosting and has telecom reseller contracts with major carriers. ``This acquisition not only brings us new revenues and new customers, but also an expanded product line and a seasoned telemarketing team,'' said Jack Tortorice, CEO of Worldwide Wireless Networks. ``As we implement our business plan, we expect to make more acquisitions like this one to help build our revenue stream and add talent to our growing staff needs.'' About Worldwide Wireless Networks Worldwide Wireless Networks is an integrated wireless communications company headquartered in Orange, California. The Company specializes in high-speed Internet access using an owned wireless network. Other products and services include DSL, frame relay, collocation services and network consulting. The Company serves all sizes of commercial business accounts and the home office market. For more information, visit them on the Web at www.wwwn.com. The statements made in this release which are not historical facts contain certain forward-looking statements concerning potential developments affecting the business, prospects, financial condition and other aspects of the company to which this release pertains. The actual results of the specific items described in this release, and the company's operations generally, may differ materially from what is projected in such forward-looking statements. Although such statements are based upon the best judgments of management of the company as of the date of this release, significant deviations in magnitude, timing and other factors may result from business risks and uncertainties including, without limitation, the company's dependence on third parties, market conditions, technical factors, the availability of outside capital and receipt of revenues, and other factors, many of which are beyond the control of the company. The company disclaims any obligation to update information contained in any forward-looking statement. Contact: Worldwide Wireless Networks, Inc., Orange Heather Elliott, 714-937-5500 investor@wwwn.com or Columbia Financial Group, Inc. Brokers and Analysts, 888/301-6271. Media Contact: Pamela Junot, 888/301-6271

cfgpr@aol.com

RESOLUTIONS OF THE BOARD OF DIRECTORS OF WORLDWIDE WIRELESS NETWORKS, INC. A special meeting of the Board of Directors of Worldwide Networks, Inc., a Nevada corporation (the "Corporation"), was held on May 15, 2000. All members of the Board of Directors were present. RESOLVED, that the Board of Directors of the Corporation hereby authorize the issuance of 100,000 common restricted shares, of the Corporation's common stock to The Oxford Group, Inc., as an isolated transaction, under exemption provided by Sections 3 and 4 of the Securities Act of 1933 and applicable state exemptions. These shares Shall have piggy back registration rights for immediate registration on the Corporation's next registration. Said stock is being issued for $350,000; and FURTHER RESOLVED, that the Corporation's transfer agent, Standard Registrar & Transfer hereby authorized and directed to issue and aggregate of 100,000 restricted shares of the Corporation's common stock as follows: The Oxford Group, Inc. 100,000 shares 870 East 9400 South Sandy, Utah 84094 FURTHER RESOLVED, that the proper officers of the Corporation be, and They hereby are, authorized and directed to do all other acts and to Execute and deliver all documents as may be required, necessary or appropriate in the opinion of legal counsel, to carry out the intent of this resolution.
DATED this 15th day of May 2000.

By: /s/ CHARLES C. BREAM ---------------CHARLES C. BREAM

By: /s/ JACK TORTORICE -------------JACK TORTORICE

By: /s/ THOMAS J. ROTERT ---------------THOMAS J. ROTERT

RESOLUTION OF THE BOARD OF DIRECTORS WORLDWIDE WIRELESS NETWORKS, INC. AUTHORIZED SHARES FOR SCHUMANN & ASSOCIATES The undersigned, constituting a majority of the Board of Directors of Worldwide Wireless Networks, Inc., (hereinafter the "Corporation") hereby consent to vote in favor of, and adopt the following resolutions by written consent pursuant to the provisions of the Nevada Revised Statutes and the Corporation's bylaws. RESOLVED, that the Board of Directors hereby adopts and approves The issuance of 20,157 shares of treasury common stock to the organization Commonly known as SCHUMANN & ASSOCIATES, said shares as compensation for the company's obligations under the contract for legal and management consultation between

RESOLUTIONS OF THE BOARD OF DIRECTORS OF WORLDWIDE WIRELESS NETWORKS, INC. A special meeting of the Board of Directors of Worldwide Networks, Inc., a Nevada corporation (the "Corporation"), was held on May 15, 2000. All members of the Board of Directors were present. RESOLVED, that the Board of Directors of the Corporation hereby authorize the issuance of 100,000 common restricted shares, of the Corporation's common stock to The Oxford Group, Inc., as an isolated transaction, under exemption provided by Sections 3 and 4 of the Securities Act of 1933 and applicable state exemptions. These shares Shall have piggy back registration rights for immediate registration on the Corporation's next registration. Said stock is being issued for $350,000; and FURTHER RESOLVED, that the Corporation's transfer agent, Standard Registrar & Transfer hereby authorized and directed to issue and aggregate of 100,000 restricted shares of the Corporation's common stock as follows: The Oxford Group, Inc. 100,000 shares 870 East 9400 South Sandy, Utah 84094 FURTHER RESOLVED, that the proper officers of the Corporation be, and They hereby are, authorized and directed to do all other acts and to Execute and deliver all documents as may be required, necessary or appropriate in the opinion of legal counsel, to carry out the intent of this resolution.
DATED this 15th day of May 2000.

By: /s/ CHARLES C. BREAM ---------------CHARLES C. BREAM

By: /s/ JACK TORTORICE -------------JACK TORTORICE

By: /s/ THOMAS J. ROTERT ---------------THOMAS J. ROTERT

RESOLUTION OF THE BOARD OF DIRECTORS WORLDWIDE WIRELESS NETWORKS, INC. AUTHORIZED SHARES FOR SCHUMANN & ASSOCIATES The undersigned, constituting a majority of the Board of Directors of Worldwide Wireless Networks, Inc., (hereinafter the "Corporation") hereby consent to vote in favor of, and adopt the following resolutions by written consent pursuant to the provisions of the Nevada Revised Statutes and the Corporation's bylaws. RESOLVED, that the Board of Directors hereby adopts and approves The issuance of 20,157 shares of treasury common stock to the organization Commonly known as SCHUMANN & ASSOCIATES, said shares as compensation for the company's obligations under the contract for legal and management consultation between October 1999 and May 31, 2000. FURTHER RESOLVED, that the proper officers of the Corporation be, and they hereby are, authorized and

RESOLUTION OF THE BOARD OF DIRECTORS WORLDWIDE WIRELESS NETWORKS, INC. AUTHORIZED SHARES FOR SCHUMANN & ASSOCIATES The undersigned, constituting a majority of the Board of Directors of Worldwide Wireless Networks, Inc., (hereinafter the "Corporation") hereby consent to vote in favor of, and adopt the following resolutions by written consent pursuant to the provisions of the Nevada Revised Statutes and the Corporation's bylaws. RESOLVED, that the Board of Directors hereby adopts and approves The issuance of 20,157 shares of treasury common stock to the organization Commonly known as SCHUMANN & ASSOCIATES, said shares as compensation for the company's obligations under the contract for legal and management consultation between October 1999 and May 31, 2000. FURTHER RESOLVED, that the proper officers of the Corporation be, and they hereby are, authorized and directed to do all other acts called for by, or necessary to carry out, the intent of the above referenced resolutions. DATED this 1st day of June, 2000.
By: /s/ Thomas J. Rotert - ------------------------------------Thomas J. Rotert, Esq. Director, General Counsel, Secretary, Treasurer By: /s/ Charles "Cliff" Bream ----------------------------Charles "Cliff" Bream C.O.O.

By: /s/ Jack E. Tortorice - ------------------------------------Jack E. Tortorice C.E.O.

RESOLUTIONS OF THE BOARD OF DIRECTORS OF WORLDWIDE WIRELESS NETWORKS, INC. A special meeting of the Board of Directors of Worldwide Networks, Inc., a Nevada corporation (the "Corporation"), was held on July 19, 2000. All members of the Board of Directors were present. RESOLVED, that the Board of Directors of the Corporation hereby Authorize the issuance of 125,000 common restricted shares, of the Corporation's common stock to Technology Equity Fund Corp., as an isolated transaction, under exemption provided by Sections 3 and 4 of the Securities Act of 1933 and applicable state exemptions. These shares shall have piggy back registration rights for immediate registration on the Corporation's next registration. Said stock is being issued for $250,000; and FURTHER RESOLVED, that the Corporation's transfer agent, Standard Registrar & Transfer hereby authorized and directed to issue and aggregate of 125,000 restricted shares of the Corporation's common stock as follows: Technology Equity Fund Corp. 125,000 1209 Orange Street Wilmington, Delaware 19801 FURTHER RESOLVED, that the proper officers of the Corporation be, and They hereby are, authorized and directed to do all other acts and to Execute and deliver all documents as may be required, necessary or appropriate in the opinion of legal counsel, to carry out the intent of this resolution.

RESOLUTIONS OF THE BOARD OF DIRECTORS OF WORLDWIDE WIRELESS NETWORKS, INC. A special meeting of the Board of Directors of Worldwide Networks, Inc., a Nevada corporation (the "Corporation"), was held on July 19, 2000. All members of the Board of Directors were present. RESOLVED, that the Board of Directors of the Corporation hereby Authorize the issuance of 125,000 common restricted shares, of the Corporation's common stock to Technology Equity Fund Corp., as an isolated transaction, under exemption provided by Sections 3 and 4 of the Securities Act of 1933 and applicable state exemptions. These shares shall have piggy back registration rights for immediate registration on the Corporation's next registration. Said stock is being issued for $250,000; and FURTHER RESOLVED, that the Corporation's transfer agent, Standard Registrar & Transfer hereby authorized and directed to issue and aggregate of 125,000 restricted shares of the Corporation's common stock as follows: Technology Equity Fund Corp. 125,000 1209 Orange Street Wilmington, Delaware 19801 FURTHER RESOLVED, that the proper officers of the Corporation be, and They hereby are, authorized and directed to do all other acts and to Execute and deliver all documents as may be required, necessary or appropriate in the opinion of legal counsel, to carry out the intent of this resolution.
DATED this 19th day of July 2000. /s/ CHARLES C. BREAM ---------------CHARLES C. BREAM

/s/ JACK TORTORICE ---------------JACK TORTORICE

/s/ THOMAS J. ROTERT ---------------THOMAS J. ROTERT

RESOLUTIONS OF THE BOARD OF DIRECTORS OF WORLDWIDE WIRELESS NETWORKS, INC., A NEVADA CORPORATION A special meeting of the Board of Directors of Worldwide Wireless Networks, Inc., a Nevada corporation (the "Corporation"), was held on October 18, 2000. All members of the Board of Directors were present. WHEREAS, the Board of Directors of the Corporation have elected to amend the exercise price of the warrants issued to Columbia Financial Group, Inc., under the agreement dated June 1, 2000, for 400,000 warrants and the agreement dated July 12, 2000 for 600,000 warrants, (collectively the "Warrant Agreements") due to market conditions and the current price of the Corporation's common shares: THEREFORE, BE IT RESOLVED, that the Corporation shall amend the Warrant Agreements to change the exercise price to a price of $1.10 per share with said amendments to be effective immediately; and FURTHER RESOLVED, that the shares issued subject to the Warrant Agreements shall be added to the Corporation's Form SB-2 Registration Statement presently on file with the Securities and Exchange Commission which Registration Statement shall be amended as necessary to effect this resolution; and

RESOLUTIONS OF THE BOARD OF DIRECTORS OF WORLDWIDE WIRELESS NETWORKS, INC., A NEVADA CORPORATION A special meeting of the Board of Directors of Worldwide Wireless Networks, Inc., a Nevada corporation (the "Corporation"), was held on October 18, 2000. All members of the Board of Directors were present. WHEREAS, the Board of Directors of the Corporation have elected to amend the exercise price of the warrants issued to Columbia Financial Group, Inc., under the agreement dated June 1, 2000, for 400,000 warrants and the agreement dated July 12, 2000 for 600,000 warrants, (collectively the "Warrant Agreements") due to market conditions and the current price of the Corporation's common shares: THEREFORE, BE IT RESOLVED, that the Corporation shall amend the Warrant Agreements to change the exercise price to a price of $1.10 per share with said amendments to be effective immediately; and FURTHER RESOLVED, that the shares issued subject to the Warrant Agreements shall be added to the Corporation's Form SB-2 Registration Statement presently on file with the Securities and Exchange Commission which Registration Statement shall be amended as necessary to effect this resolution; and FURTHER RESOLVED, that the proper officer of the Corporation be, and they hereby are, authorized and directed to do all other acts and to execute and deliver all documents as may be required, necessary or appropriate in the opinion of legal counsel to carry out the intent of this resolution. DATED this 18th day of October, 2000
/s/ Jack Tortorice -------------Jack Tortorice

/s/

Thomas J. Rotert ---------------Thomas J. Rotert, Esq.

ITEM 28: UNDERTAKINGS The undersigned registrant will: (1) File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to: (i) reflect any prospectus required by Section 10(a)(3) of the Securities Act; (ii) include in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and (iii) include any additional or changed material on the plan of distribution. (2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering. (3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Worldwide Wireless pursuant to the above mentioned provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission this indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against these liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of Worldwide Wireless in the successful defense of any action, suit or proceeding) is asserted by a director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether this indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of this issue.

(4) The undersigned registrant undertakes to supplement the prospectus, after the end of the subscription period, to include the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities that the underwriters will purchase and the terms of any later reoffering. If the underwriters make any public offering of the securities on terms different from those on the cover page of the prospectus, we will file a post-effective amendment to state the terms of this offering. ITEM 28: UNDERTAKINGS The undersigned registrant will: (1) File, during any period in which it offers or sells securities, a post- effective amendment to this registration statement to: (i) Include any prospectus required by section (10)(a)(3) of the Securities Act; (ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) Include any additional or changed material information on the plan of distribution. (2) For determining liability under the Securities Act, treat each post- effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering. (3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. (4) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Worldwide Wireless pursuant to the above mentioned provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission this indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. (5) In the event that a claim for indemnification against these liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of Worldwide Wireless in the successful defense of any action, suit or proceeding) is asserted by a director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appro- priate jurisdiction the question whether this indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of this issue. II - 8

SIGNATURES In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on January 2, 2001. Worldwide Wireless Networks, Inc. (Registrant)
By: /S/ Jack Tortorice --------------Jack Tortorice

SIGNATURES In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orange, State of California, on January 2, 2001. Worldwide Wireless Networks, Inc. (Registrant)
By: /S/ Jack Tortorice --------------Jack Tortorice Chief Executive

Officer

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated.
Signature Title Date

/S/ Jack Tortorice -------------Jack Tortorice

Director and Chief Executive Officer

January 2, 2001

/S/ Jerry Collazo ------------Jerry Collazo

Chief Financial Officer and Principal Accounting Officer

January 2, 2001

II - 9

CONSENT OF FELDHAKE, AUGUST & ROQUEMORE, LLP We hereby consent to the use of our legal opinion dated October 5, 2000, in this registration statement on Form SB-2/A for Worldwide Wireless Networks, Inc.
Feldhake, August & Roquemore

/s/ Kenneth S. August ------------------Kenneth S. August, Irvine, California

Esq.

October 5, 2000

ARTICLE5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S BALANCE SHEET AND STATEMENT OF OPERATIONS FOR NINE MONTHS ENDING SEPTEMBER 30, 2000 MULTIPLIER:1

CONSENT OF FELDHAKE, AUGUST & ROQUEMORE, LLP We hereby consent to the use of our legal opinion dated October 5, 2000, in this registration statement on Form SB-2/A for Worldwide Wireless Networks, Inc.
Feldhake, August & Roquemore

/s/ Kenneth S. August ------------------Kenneth S. August, Irvine, California

Esq.

October 5, 2000

ARTICLE5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S BALANCE SHEET AND STATEMENT OF OPERATIONS FOR NINE MONTHS ENDING SEPTEMBER 30, 2000 MULTIPLIER:1

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

9 MOS DEC 31 1999 JAN 01 2000 SEP 30 2000 176,633 1,161,885 411,142 (12,495) 2,157,568 2,799,943 2,093,511 (732,734) 5,381,769 4,732,681 0 0 0 12,844 (363,756) 5,381,769 2,757,520 2,757,520 1,835,716 1,835,716 2,901,850 0 107,806 (3,009,656) 0 (3,009,656) 0 0 0 (3,009,656) (.24) (.0)

ARTICLE5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S BALANCE SHEET AND STATEMENT OF OPERATIONS FOR NINE MONTHS ENDING SEPTEMBER 30, 2000 MULTIPLIER:1

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

9 MOS DEC 31 1999 JAN 01 2000 SEP 30 2000 176,633 1,161,885 411,142 (12,495) 2,157,568 2,799,943 2,093,511 (732,734) 5,381,769 4,732,681 0 0 0 12,844 (363,756) 5,381,769 2,757,520 2,757,520 1,835,716 1,835,716 2,901,850 0 107,806 (3,009,656) 0 (3,009,656) 0 0 0 (3,009,656) (.24) (.0)


				
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