<SEQUENCE>2

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                     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

<PAGE>

     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.

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