CONSULTING ENGAGEMENT AGREEMENT



         THIS ENGAGEMENT AGREEMENT made as of the November 2, 2001, by and

between; WORLD WIDE WIRELESS COMMUNICATIONS INC , whos principal place of

business is ; suite 6K 407, Lincoln Road, Miami Beach, Florida 33139_(hereafter

referred to as the "company")



                                      And



         OVERSEAS DEVELOPMENT HOLDINGS LIMITED, of Suite 16, 6th floor, 22 Nitza

Boulevard, Netanya Israel, a BVI corporation, represented by Michael J Zwebner

(the "Consultant")



                             W I T N E S S E T H :



         WHEREAS, the Company wishes to assure itself of the services of the

Consultant, and the Consultant wishes to serve the Company, upon the terms and

conditions hereinafter set forth.



         NOW, THEREFORE, in consideration of the premises and the mutual

agreements hereinafter set forth, the parties hereto, intending to be legally

bound, hereby agree as follows:



1. Engagement Term.



1.1 The Company agrees to engage the Consultant, and the Consultant agrees to

serve the Company, for the term set forth in Section 1.2, in the position and

with the responsibilities, duties and authority set forth in Section 2 and on

the other terms and conditions set forth in this Agreement.



1.2 The term of the Consultant's engagement under this Agreement shall be for a

period of 3 (three) years, the period commencing on the date hereof and

continuing through the end of October 31st 2004, unless sooner terminated in

accordance with this Agreement.



2. Position, Duties.



The Consultant shall serve as International Consulting Executive of

the Company.  The Consultant shall have such duties and

responsibilities as the Chief Executive Officer of the Company, or

his or her designee or successor shall assign to the Consultant.

The Consultant shall perform her duties and responsibilities

hereunder, faithfully and diligently.  The Consultant shall report

to the Board of Directors of the Company.  The Consultant shall

devote sufficient business time and attention to the performance of

his duties and responsibilities hereunder.  The Consultant hereby

represents that he is not bound by any confidentiality agreements or

restrictive covenants which restrict or may restrict his ability to

perform his duties hereunder, and agrees that he will not enter into

any such agreements or covenants during the term of his contract

hereunder, except such restrictive covenants or confidentiality

agreements which are required by the Company.



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2.1 Business Plan / Project



The consultant shall produce an outline "business plan" for the company,

outlining in detail his plans for execution, and this plan shall be presented to

the board of directors for approval. Post approval, the consultant shall

commence the program for implementation. The plan shall be detailed enough to

include recommendations for the restructuring of the corporation, new directors,

management staff, new business opportunities, the identification of potential

merger and or acquisition candidates both US and Overseas, etc.



2.2 Finance



The Consultant shall work with the company and shall use his best efforts to

seek corporate financing from funding entities, at generally acceptable

commercial terms. The company will act in its best efforts and co-operate to

close such financing arrangements.



2.3 Travel requirements



The Consultant shall be expected in the normal course of the execution of his

responsibilities, to travel to places and locations as shall be designated or

required by the company, and the company shall reimburse the Consultant with all

costs and expenses appertaining thereto.



3. Compensation.



3.1 Remuneration - Payment.



During the term of this Agreement, in consideration of the performance by the

Consultant of the services set forth in Section 2 and his observance of the

other covenants set forth herein, the Company shall pay the Consultant (via his

corporation), and the Consultant shall accept, a consulting fee at the rate of

Twenty thousand US dollars per month ($ 20,000) per month, payable in accordance

with the standard payment terms and practices of the Company. Save for the first

month, (November 2001) which shall be paid for in cash, for the balance of the

term, the company may make payment by way of cash and or by S8 issued Stock,

such stock to be issued in accordance with the applicable SEC regulations

pertaining such issuances. In addition to the consulting fee payable hereunder,

the Consultant may be entitled to receive merit increases in payment during the

term hereof in amounts and at such times as shall be mutually determined by the

Chief Executive Officer of the Company and the consultant.



{PAGE}



3.2 Bonus.



In addition to the consulting fee payable pursuant to Section 3.1 above, the

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