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Purchase Agreement - BBMF CORP - 2-9-2001

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Purchase Agreement - BBMF CORP - 2-9-2001 Powered By Docstoc
					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. 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
25,000-50,000 50,001-100,000 100,001-150,000 150,001-Above Avg. 30 Avg. 30 Avg. 30 Avg. 30 Trading Trading Trading Trading Day Volume Day Volume Day Volume Day Volume - ----------------- ---------------- ---------------- ---------------- ------------1.50-4.00 $1,000,000 $1,000,000 $1,250,000 $1,250,000 4.01-5.50 $1,000,000 $1,250,000 $1,250,000 $1,500,000 5.51-7.00 $1,250,000 $1,250,000 $1,500,000 $1,500,000 7.01-8.50 $1,250,000 $1,500,000 $1,500,000 $1,750,000 8.51-10.50 $1,500,000 $1,500,000 $1,750,000 $1,750,000 10.01-Above $1,500,000 $1,750,000 $1,750,000 $2,000,000 Stock Closing Price

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

25,000-50,000 50,001-100,000 100,001-150,000 150,001-Above Avg. 30 Avg. 30 Avg. 30 Avg. 30 Trading Trading Trading Trading Day Volume Day Volume Day Volume Day Volume - ----------------- ---------------- ---------------- ---------------- ------------1.50-4.00 $1,000,000 $1,000,000 $1,250,000 $1,250,000 4.01-5.50 $1,000,000 $1,250,000 $1,250,000 $1,500,000 5.51-7.00 $1,250,000 $1,250,000 $1,500,000 $1,500,000 7.01-8.50 $1,250,000 $1,500,000 $1,500,000 $1,750,000 8.51-10.50 $1,500,000 $1,500,000 $1,750,000 $1,750,000 10.01-Above $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. (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

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

Chief Executive Officer

February 7, 2001

/S/ Jerry Collazo ------------Jerry Collazo II - 9

Chief Financial Officer and Principal Accounting Officer

February 7, 2001

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

<ARTICLE>5 <LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S BALANCE SHEET AND STATEMENT OF OPERATIONS FOR NINE MONTHS ENDING SEPTEMBER 30, 2000 </LEGEND> <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

<ARTICLE>5 <LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S BALANCE SHEET AND STATEMENT OF OPERATIONS FOR NINE MONTHS ENDING SEPTEMBER 30, 2000 </LEGEND> <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)

<ARTICLE>5 <LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S BALANCE SHEET AND STATEMENT OF OPERATIONS FOR NINE MONTHS ENDING SEPTEMBER 30, 2000 </LEGEND> <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)