Date: December 4, 1997

                                 PROMISSORY NOTE


         FOR VALUE RECEIVED, the undersigned, WORLD WIRELESS COMMUNICATIONS,
INC., ("Maker") hereby promises to pay to the order of William E. Chipman, Sr.
("Payee"), at 150 Wright Bros. Drive, #560, Salt Lake City, Utah 84116, or at
such other place as the Payee may designate in writing, the principal sum of ONE
HUNDRED TWENTY FIVE THOUSAND DOLLARS AND NO CENTS ($125,000.00), in lawful
money of the United States of America, with interest thereon at the rate of
Twelve Percent (12.0%) per annum, calculated from the date hereof until paid.
Said principal and all accrued interest shall be payable Payee's above
referenced address, or at such other place as Payee may designate in writing,
not later than December 31, 1997. Interest and principal are payable only to the
holder of this Note.

         The principal amount of this Promissory Note, with interest accrued to
date of payment, may be prepaid in whole or in part at any time without penalty.
Any prepayment will be applied first to the payment of accrued and unpaid
interest, with any balance to be applied to reduce the principal. The original
note, together with any collateral tendered herewith and held by Payee or for
Payee's benefit, shall be surrendered upon receipt of full and final payment
hereunder.

         IN FURTHER CONSIDERATION HEREOF, and in lieu of cash payment of fees
for the loan extended by Payee herewith, Maker conveys to Payee, in lieu of a
cash loan origination fee, 9,375 shares of restricted stock of Maker, (by
Certificate No___).

THE SHARES OF STOCK CONVEYED IN CONNECTION HEREWITH IN LIEU OF FEES AND THE
SHARES OF STOCK TENDERED AS COLLATERAL TO SECURE MAKER'S OBLIGATIONS
HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND NO SALE
OR DISPOSITION THEREOF MAY BE MADE WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO WORLD
WIRELESS COMMUNICATIONS, INC., THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE
COMMISSION.

         This Promissory Note shall be governed by and construed according to
Utah law. None of the terms or provisions may be waived, altered, modified or
amended except as Payee, as Holder, may consent in a writing duly signed by
Holder or his authorized agent. The covenants, terms and conditions contained
herein apply and bind the heirs, successors, executors, administrators and
assigns of the parties. If any provision or any word, term, clause or other part
of any provision of this Promissory Note shall be invalid for any reason, the
same shall be ineffective but the remainder of this Promissory Note shall not be
affected and shall remain in full force and effect.

         The undersigned agree(s) to pay reasonable attorneys' fees, court costs
and all other costs of collection if this Note is placed in the hands of an
attorney for collection, after demand, and hereby waive diligence, presentment,
notice of nonpayment, protest and notice of protest, and agree that the holder
may extend the time for payment and/or take additional security without
releasing anyone liable hereon or without releasing any security provided 
herewith.


                                             WORLD WIRELESS COMMUNICATIONS, INC.

                                             By: /s/ David D. Singer
                                               ---------------------------------
                                               David D. Singer
                                               President

                                             By: /s/ Josephine Rudd
                                               ---------------------------------
                                               Josephine Rudd
                                               Assistant Secretary