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SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
[(AMENDMENT NO.__ ]
Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] Confidential, for Use for the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

World Wireless Communications, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:
Common Stock, par value $.001 per share

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated

and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing of registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registrant Statement No.:

(3) Filing Party:

(4) Date Filed:

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World Wireless Communications, Inc.

NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 14, 2001

Greenwood Village, Colorado
August __, 2001

To the Stockholders of
World Wireless Communications, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders of
World Wireless Communications, Inc. (the "Company") will be held at 5670
Greenwood Plaza Boulevard, Penthouse, Greenwood Village, Colorado 80111, for the
following purposes:

1. To elect five directors to serve for a one-year term and until
their successors are duly elected and qualified;

2. To ratify the appointment of independent auditors;

3. To approve (a) the mandatory conversion of the Company's
Senior Secured Note dated as of May 17, 2001, issued to an
affiliate of the Company's largest stockholder, into ___
shares of the Company's Common Stock and (b) the issuance of
up to ___ shares of the Company's Common Stock pursuant to the
exercise of the warrants granted to such creditor in
connection with such financing;

4. To approve (a) the mandatory conversion of the Company's
shares of Senior Preferred Stock issued in a financing into
___ shares of the Company's Common Stock and (b) the issuance
of up to ____ shares of the Company's Common Stock pursuant to
the exercise of the warrants issued to the holders of the
Senior Preferred Stock;

5. To approve an amendment to the Company's Articles of
Incorporation increasing the Company's authorized capital
stock from 50,000,000 shares of Common Stock, $.001 par value,
to 100,000,000 shares of Common Stock, $.001 par value; and

6. To consider and act upon any other matters which may properly
come before the meeting or any adjournment or postponement
thereof.

Stockholders of record at the close of business on August 3, 2001 will
be entitled to notice of and to vote at the meeting or any adjournment thereof.

By Order of the Board of Directors

David D. Singer
President

- --------------------------------------------------------------------------------

IF YOU ARE UNABLE TO BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO
COMPLETE, DATE, AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE.

- --------------------------------------------------------------------------------

World Wireless Communications, Inc.

PROXY STATEMENT

RECORD DATE, SOLICITATION, VOTING AND REVOCABILITY OF PROXIES, VOTING RIGHTS

This Proxy Statement and the accompanying Notice of Annual Meeting and
form of proxy are being furnished to the holders of the Common Stock of World
Wireless Communications, Inc. (the "Company") in connection with the
solicitation by the Board of Directors of the Company of proxies to be used at
the Annual Meeting of Stockholders to be held on September 14, 2001 at 3:00
p.m., Central Standard Time, at 5670 Greenwood Plaza

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Boulevard, Penthouse, Greenwood Village, Colorado 80111, and at any adjournment
or postponement thereof (the "Annual Meeting"). The close of business on August
3, 2001 is the record date for the determination of stockholders entitled to
notice of and to vote at the Annual Meeting.

This Proxy Statement and proxies for use at the meeting will be mailed
to stockholders on or about August 7, 2001, and such proxies will be solicited
chiefly by mail, but additional solicitations may be made by telephone or in
person by the officers, directors or regular employees of the Company. The
Company may enlist the assistance of brokerage houses in soliciting proxies. All
solicitation expenses, including costs of preparing, assembling and mailing
proxy material, will be borne by the Company.

A form of proxy for use at the meeting and a return envelope for the
proxy are enclosed. Stockholders may revoke the authority granted by their
execution of proxies at any time before their effective exercise by filing with
the Secretary of the Company a written revocation or a duly executed proxy
bearing a later date or by voting in person at the meeting. Shares represented
by executed and unrevoked proxies will be voted in accordance with the choice or
instructions specified thereon. If no instructions are given, the proxies intend
to vote the shares represented thereby for the election of all directors as
indicated in Proposal No. 1 and for all of the other Proposals No. 2, 3, 4 and 5
as set forth in the accompanying Notice of Annual Meeting of Stockholders, and
in accordance with their best judgment on any other matters that may properly
come before the meeting.

As the close of business on August 3, 2001, the Company had 31,387,087
shares of Common Stock, $.001 par value, issued and outstanding. Each share of
Common Stock is entitled to one vote on all matters presented at the Annual
Meeting. The presence, whether in person or by duly executed proxy, of the
holders of one-third of outstanding shares of Common Stock entitled to vote at a
meeting is necessary to constitute a quorum. Shares that reflect abstentions or
"broker non-votes" (i.e., shares held by brokers that are represented at the
meeting but as to which such brokers have not received instructions from the
beneficial owners and with respect to one or more but not all issues, such
brokers do not have discretionary voting power to vote such shares) will be
counted for purposes of determining whether a quorum is present for the
transaction of business at the meeting but will not be counted as votes on any
proposals at the meeting. Accordingly, abstentions and broker non-votes will
have no impact on the outcome of the vote on the election of directors or on all
the other Proposals No. 2, 3, 4 and 5. The affirmative vote of the holders of a
plurality of the shares of Common Stock present or represented and actually
voted at the meeting is required for the election of directors.

The Company's Annual Report for the fiscal year ended December 31, 2000
is being mailed to stockholders concurrently with this statement.

The Board of Directors knows of no matters, other than stated above, to
be presented for consideration at the Annual Meeting. If, however, any other
matters properly come before the

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Annual Meeting or any adjournment or postponement thereof, it is the intention
of the persons named in the enclosed proxy to vote the shares represented by the
proxy in accordance with their judgment on any such matters. The persons named
in the enclosed proxy may also, if a quorum is not present, vote such proxy to
adjourn the Annual Meeting from time to time.

PRINCIPAL STOCKHOLDERS AND MANAGEMENT OWNERSHIP

The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of July 15, 2001 by (i) each person
or group who is known by the Company to own beneficially more than five percent
(5%) of the issued and outstanding Common Stock, (ii) each director and nominee
for director of the Company and (iii) all directors and executive officers of
the Company as a group. Except as otherwise indicated below, to the knowledge of
the Company, all persons listed below have sole voting and investment power with
respect to their shares of Common Stock shown as of July 15, 2001, except to the
extent authority is shared by spouses under applicable law.

Amount and Nature of Beneficial
Ownership

Name and Address As of Percent
Beneficial Owner July 15, 2001(1) of Class(2)
---------------- -----------

(i) MORE THAN 5% BENEFICIAL OWNERS

Michael Lauer 7,295,853(3) 23.4
c/o Lancer Group
375 Park Avenue
New York, New York 10166

Lancer Offshore Inc. 4,880,662(4) 15.6
c/o Lancer Group
375 Park Avenue
New York, New York 10166

Lancer Partners, LP 2,305,650(4) 7.4
c/o Lancer Group
375 Park Avenue
New York, New York 10166

Orbiter Fund Ltd. 109,541(4) *
375 Park Avenue
New York, New York 10166

RUSP Holdings S.A. 2,500,000(5) 8.0
C.So. Dante, Turin, Italy
</Table>

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<Table>

Elkron International S.p.A. 650,000(5) 2.1
Via Carducci
Turin, Italy

Tanalux S.A. 350,000(5) 1.1
5 Rue Emil
Bian L-1235
Luxembourg

(ii) DIRECTORS AND EXECUTIVE OFFICERS

David D. Singer, 439,500(6) 1.4
World Wireless Communications, Inc.
5670 Greenwood Plaza Boulevard, Penthouse
Greenwood Village, Colorado 80111

Donald I. Wallace, 112,000(7) *
4412 Orofino Place
Castle Rock, Colorado 80104

Charles Taylor 10,000(8) *
World Wireless Communications, Inc.
5670 Greenwood Plaza Boulevard, Penthouse
Greenwood Village, Colorado 80111

Malcolm P. Thomas 12,000(8) *
Building Technology Engineers
1560 Brookhollow Drive
Suite 220
Santa Ana, California 92705

M. Robert Carr 11,000(9) *
815 Connecticut Avenue N.W.
Washington, D.C.

Robert Hathaway 400 *
World Wireless Communications, Inc.
5670 Greenwood Plaza Boulevard, Penthouse
Greenwood Village, Colorado 80111

(iii) ALL DIRECTORS AND OFFICERS 582,900 1.7
AS A GROUP
</Table>
- ----------

* Less than one percent.

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(1) Unless otherwise indicated, this column reflects shares owned beneficially
and of record and as to which the named party has sole voting power and sole
investment power. This column also included shares issuable upon the exercise of
options or similar rights which are exercisable within 60 days from July 15,
2001.

(2) In computing the percentage of shares beneficially owned by any person,
shares which the person has the right to acquire upon the exercise of options or
other rights held by such person within 60 days from July 15, 2001 are deemed
outstanding. Such shares are not deemed to be outstanding in computing the
percentage ownership of any other person.

(3) Of these shares, none is owned of record by Mr. Lauer in street name;
4,880,662 are held directly and of record by Lancer Offshore, Inc.; 2,305,650
are held directly and of record by Lancer Partners, LP.; and 109,541 are held
directly and of record by the Orbiter Fund Ltd. Mr. Lauer is believed to control
the voting and disposition of these shares by virtue of being the investment
manager for these entities. He is also the general partner of Lancer Partners
LP. These numbers exclude the 3,770,833 shares of Common Stock issuable to
Lancer Offshore Inc. if the stockholders approve Proposal No. 3.

(4) Michael Lauer is deemed to be an indirect beneficial owner of these shares.

(5) These three foreign corporations are affiliates of each other.

(6) Includes 50,000 and 160,000 shares issuable upon presently-exercisable and
fully vested options granted under the Company's 1997 and 1998 stock option
plans, respectively, but excludes 237,500 shares transferred to his ex-wife in
1999 as part of a divorce settlement.

(7) Includes 88,000 shares issuable upon presently exercisable and fully vested
options under a 1998 stock option plan.

(8) Includes 10,000 shares issuable upon the exercise of options granted in
January, 2000 in recognition of services as a director.

(9) Includes 5,000 shares issuable upon the exercise of options granted in
November, 2000 in recognition of services as a director.

PROPOSAL NO. 1- ELECTION OF DIRECTORS

The Company has a Board of Directors consisting of five directors. At
each Annual Meeting the directors are elected for a term of one year and until
their successors are elected and qualify. All of the Company's directors are
listed below with their principal occupations for the last five years.

Should such nominees be unable or unwilling to accept nomination or
election, it is intended that the accompanying proxy will be voted for such
other persons as may be nominated by the Board of Directors.

The nominees have been previously elected by the stockholders. The
Board of Directors

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has no reason to believe that the nominees will be unavailable to serve if
elected.

The Board of Directors deems Proposal No. 1 to be in the best interest
of the Company and its stockholders and recommends a vote FOR election of the
candidates for election.

INFORMATION REGARDING NOMINEES AND DIRECTORS

The following sets forth certain information with respect to those
persons nominated as directors.

NOMINEES FOR ELECTION AS DIRECTORS

<Table>
<Caption>
PRINCIPAL AS DIRECTOR
OCCUPATION, BUSINESS AND
DIRECTOR, YEAR FIRST ELECTED AGE DIRECTORSHIPS
- ---------------------------- --- ------------------------

David D. Singer- 51 Mr. Singer was appointed our
1996 President in November 1996, and
became one of our Directors in
February 1997, from 1977 to 1983,
Mr. Singer was President of CSL
Energy Controls, Inc., a company
specializing in third party energy
conservation. From 1983 to 1985,
Mr. Singer was a special consultant
to the General President of the
Sheetmetal Workers Association.
From 1985 to 1988, Mr. Singer was
Vice President First Municipal
Division, Bank One Leasing
Corporation. From 1989 to 1994, Mr.
Singer was President of Highland
Energy Group. From 1991 to 1996,
Mr. Singer was employed by Navtech
Industries, Inc., an electronic
assembly company, as Vice President
Sales and Marketing from February
1994 to July 1995, and as President
and Chief Operating Officer from
July 1995 to July 1996.

Donald I. Wallace- 56 Mr. Wallace was appointed our
1996 Executive Vice President --
Telemetry and SCADA (i.e., Systems
Control and Data Access) Division
in January 1998, became the
President of our subsidiary
X-traWeb, Inc., in May, 1999 and
was elected as a
</Table>

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<Table>

Director in April, 1999. Prior to
his employment by us, Mr. Wallace
was employed from December 1995 as
President of PrimeLink, Inc., a
Lenexa, Kansas company, which Mr.
Wallace founded to engage in the
development and marketing of
wireless telemetry products for
remote meter reading. Between
September 1991 and November 1995,
Mr. Wallace was employed as the
President of Arcom Control
Services, Inc., which developed and
marketed computer-based monitoring
and control products for the oil
and gas industry.

M. Robert Carr- 57 Mr. Carr was elected of one
2000 Directors on April 26, 2000 and was
elected as a member of out Audit
Committee on such date. During the
period from 1995 to present, Mr.
Carr has served as a principal of
the Carr Company, a management and
policy consulting firm based in
Washington, D.C. Mr. Carr's current
and past clients include General
Motors Corp. and United Airlines.
Previously Mr. Carr served as a
United States Congressman from the
State of Michigan during the period
from 1975 to 1981 and 1983 to 1995.
There he served as Chairman of the
House Transportation Subcommittee.
He also served on the House Armed
Services, Judiciary and Interior
and Insular Affairs Committees.

Charles Taylor- 51 Mr. Taylor was elected one of our
1999 Directors in July, 1999 and was
elected as a member of our Audit,
Compensation and Stock Option
Committees on November 11, 1999.
During the period from 1995 through
December 31, 2000, Mr. Taylor had
been a senior investment advisor
with Amerindo Investment Advisors
based in New York City and was a
senior member of a team that
managed approximately $4 billion in
growth portfolios, including the
Amerindo Technology Fund. Prior to
such period, Mr. Taylor served as a
technology analyst with
</Table>

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<Table>

several major investment banking
firm. Mr. Taylor is now
self-employed.

Malcolm P. Thomas- 50 Mr. Thomas was elected one of our
1999 Directors effective September 2,
1999 and was elected as a member of
our Audit Committee on November 11,
1999 and of our Compensation and
Stock Option Committees on January
20, 2000. During the period from
1991 to December 31, 2000, Mr.
Thomas was the Director of
Operations and Marketing at Fluor
Global Services, Inc., a
wholly-owned subsidiary of Flour
Corporation (a New York Stock
Exchange company), having been
promoted from Manager of Marketing
Services and Operations in the
Western United States for his
corporation. Commencing in January,
2001, Mr. Thomas has been the
Executive Vice President and
General Manager of Building
Technology Engineers, a joint
venture subsidiary of EMCOR Group
and CB Richard Ellis.
</Table>

- --------------------------------------------------------------------------------

ADDITIONAL INFORMATION RELATING TO THE BOARD OF DIRECTORS

Attendance at Board of Directors and Committee Meetings

During calendar year 2000, the Board of Directors held four meetings.
During that calendar year, each Director attended 100% of the aggregate of (i)
the meetings of the Board of Directors and (ii) the meetings of the committees
on which such director served that were held during the period in which he was a
director.

Committees of the Board

The Company's Board of Directors has a Compensation Committee, a Stock
Option Committee and an Audit Committee. The responsibilities of these
committees of the Company's Board of Directors are described below:

Compensation Committee. The Compensation Committee during calendar year
2000 consisted of Messrs. Malcolm Thomas and Charles Taylor, each of whom is an
independent director, and Stephen R. Field, Esq., an outside counsel to the
Company. Such committee reviews the Company's executive compensation and benefit
policies, approved the compensation

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for the President and the second highest paid executive officer of the Company,
and administers the 2001 Incentive Compensation Plan. The Compensation Committee
met five times during calendar year 2000. No member of the Compensation
Committee has a relationship that would constitute an interlocking relationship
with the Company's officers or other directors.

Stock Option Committee. The Stock Option Committee during calendar year
2000 consisted of Messrs. Malcolm P. Thomas and Charles Taylor, each an
independent director, and Stephen R. Field, Esq. an outside counsel to the
Company. Such committee administers the Company's 1998 Employee Incentive Stock
Option Plan and the 1998 Non-Qualified Stock Option Plan. The Stock Option
Committee met five times during calendar year 2000.

Audit Committee. The Audit Committee during calendar year 2000
consisted of Messrs. Charles Taylor, Malcolm P. Thomas and M. Robert Carr, each
of whom is an independent director within the meaning of the applicable American
Stock Exchange listing standards. This committee recommends to the Board of
Directors the appointment of the independent public accountants, reviews the
scope and budget for the annual audit, and reviews the results of the annual
audit and quarterly reviews the Company's financial statements by the
independent public accountant. The Audit Committee met five times during
calendar year 2000.

Compensation of Directors

Each non-employee director currently receives an option to purchase
15,000 shares of the Company's common stock upon his or her initial election or
appointment to the Board. One-third of the shares subject to such option vests
on the date of grant and one-third vests at the end of each of the next two
anniversary dates. In addition, each non-employee director receives $1,000 for
attending each meeting of the Board, whether in person or by telephone.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

The table below sets forth information concerning compensation paid in
1998, 1999 and 2000 to David D. Singer, the Company's Chairman and President and
the President of X-traWeb, Inc. Except as set forth in the table, no executive
officer of the Company received compensation of $100,000 for more in 1998, 1999
and 2000.

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SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG TERM COMPENSATION (1)

AWARDS PAYOUTS

Other Restricted All
Name and Annual Stock Options LTIP Other
Principal Position Year Salary Bonus Compensation Awards ($) /SARs(#) Payouts Compensation
- ------------------ ---- ------ ----- ------------ ------------ -------- ------- ------------

David D. Singer(1)(2) 2000 $205,571 -- -- -- -- --
President 1999 151,653 -- -- -- 400,000 --
1998 143,530 -- -- -- -- --

Donald I. Wallace(1)(2) 2000 148,052 -- -- -- -- --
President, X-traWeb, Inc. 1999 127,993 -- -- -- 220,000 --
1998 124,809 -- -- -- -- --
</Table>
- ----------

(1) Neither Mr. Singer nor Mr. Wallace received compensation reportable as
"Other Annual Compensation" which exceeded 10% of his salary in 2000.

(2) Mr. Singer is the Chairman and Mr. Wallace has been the President of
X-traWeb, Inc., the Company's wholly-owned Delaware subsidiary formed in 1999,
since May 21, 1999.

- --------------------------------------------------------------------------------

The following table sets forth certain information regarding options
owned by Messrs. Singer and Wallace at December 31, 2000:

AGGREGATED OPTION / SAR EXERCISE IN LAST
FISCAL YEAR AND OPTIONS / SAR VALUES

Number of Securities Value of Unexercised
Unexercised Underlying In-the-Money Options/SARs
Options/SAR's at Fiscal Year-End At Fiscal Year End($)
-------------------------------- ---------------------
SHARES ACQUIRED VALUE
NAME ON EXERCISE (#) REALIZED UNEXERCISABLE EXERCISABLE UNEXERCISABLE EXERCISABLE
- ---- --------------- -------- ------------- ----------- ------------- -----------

David D. Singer 0 0 240,000(2) 210,000(1) $ 740,000 --
Donald Wallace 0 0 152,000(4) 68,000(3) $ 441,000 --
</Table>

- ----------

(1) Options to purchase 50,000 shares were exercisable as of December 31,
1998 and an additional 160,000 were exercisable as of December 31,
2000.

(2) The stock options are exercisable as follows: 80,000 shares on November
11, 2001, 80,000 shares on November 11, 2002, and 80,000 shares on
November 11, 2003.

(3) Options to purchase 68,000 were exercisable as of December 31, 2000.

(4) One stock option is exercisable as follows: 24,000 shares on November
11, 2001, 24,000 shares on November 11, 2002, and 24,000 shares on
November 11, 2003. In addition, another stock option is exercisable as
follows: 20,000 on April 22, 2001, 20,000 on April 22, 2002, 20,000 on
April 22, 2003 and 20,000 shares on April 22, 2004.

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For the purpose of computing the value of "in-the-money" options at
December 31, 2000 in the above table, the fair market value of a share of the
Company Common Stock at December 31, 2000 is deemed to be $1.19 per share, which
was the average of the high and low prices of such shares on the American Stock
Exchange on such date.

OPTIONS GRANTS IN LAST FISCAL YEAR

The Company did not grant any options during the fiscal year ended
December 31, 2000 to the CEO or any other executive officer who received
compensation of at least $100,000 during such fiscal year.

RETIREMENT PLANS

The Company adopted a tax-exempt qualified profit-sharing with a
Section 401(k) feature in 1996 for the benefit of its eligible participants,
i.e., its full time employees who perform at least 1,000 house of service during
a 12-month period. The Company made no contribution to such plan during the
fiscal year ended December 31, 2000 or any other fiscal year.

TRANSACTION INVOLVING OFFICERS, DIRECTORS OR AFFILIATES

The Company has renewed its officers and directors indemnification
insurance coverage. This insurance covers directors and officers individually
where exposures exist other than those for which the Company is able to provide
direct or indirect indemnification. This policy runs from February 12, 2001 to
February 12, 2002 at a total cost of $82,000. The insurance carrier is National
Union Fire Insurance Co.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors is comprised
solely of two independent, non-employee Directors and an outside counsel. The
Compensation Committee reviews and approves all compensation plans, benefit
programs, and perquisites for executives and other employees. The Compensation
Committee sets the salary of the Chief Executive Officer ("CEO"), sets relative
relationships between the CEO salary and salary of other key executives, and
recommends to the Board the compensation program for Directors. The Compensation
Committee reviews and approves management recommendations for stock option
grants under the Company's stock option plans. The Compensation Committee
periodically reviews the job performance of the CEO.

COMPENSATION PHILOSOPHY

The Company's executive compensation program has been designed to
attract and retain exceptional executives who seek a long-term association with
the Company and who enjoy the challenge of pay for performance. The basic
program consists of a cash

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compensation component: a base salary. A second component, ownership-linked
stock options, is used for executive retention, to attract new key people, to
recognize accomplishments and individually tailored business growth programs,
and to align the long-term interests of eligible executives with those of the
stockholders. A third component is a performance-based annual bonus, commencing
with calendar year 2001.

BASE SALARY

The base salary for the CEO is set annually, taking into consideration
Company sales and potential growth in sales and profits, overall job
performance, and pay levels for CEOs of corporations of similar size. The
Committee uses, as a reference, up-to-date information on compensation practices
of other companies from several independent sources. Base salary is then set so
as to represent substantially all of total attainable compensation, the balance
of which is fully contingent upon the achievement of both qualitative and
quantitative levels of performance and stockholder return. Mr. Singer's base
salary is $200,000 effective as of January 1, 2000 and continued at such base
level as of January 1, 2001. His prior increase as Chief Executive Officer of
the Company was on January 1, 1998. Mr. Singer's base salary is considered to be
at approximately the median base compensation level paid to chief executive
officers of corporations of a similar size and complexity to the Company.

STOCK OPTIONS

The second compensation component is an ownership-linked stock option
program, which provides long-term incentives to executives that are aligned with
the interests of the Company's stockholders. Stock options, granted at market
prices, typically vest annually in 20% increments over five years. A longer term
perspective is established by the sequential vesting of options. The program is
designed to encourage senior executives to be long-term stockholders and to have
owner concern and care for the Company as a whole. The intent of the option
program is to provide an executive with the opportunity for financial gain which
is larger than such person's base salary and potential bonus (if any) but which
takes much longer to achieve, and which requires meaningful long-term growth in
the market price of the Company's Common Stock for the gain to be realized.

The size and frequency of option grants are based on a level of
responsibility, performance of the Company as a whole and the executive's
personal performance. Annually, both financial and non-financial specific goals
are set aimed at building future marketplace strengths and achieving corporate
success factors. Other option grants may be based upon management's specific
recommendations, and review and approval by the Compensation Committee. In the
case of employees of the Company, grants are made under the Company's 1998
Employee Incentive Stock Option Plan.

Commencing with options granted in November, 1999, such options
typically contain a "change in control" provision which, if satisfied, would
automatically accelerate the vesting schedule contained in each such option to
100% thereof at such time.

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ANNUAL CASH AND/OR INCENTIVES BONUSES

Commencing with 2001, the Company adopted a pay-for-performance annual
bonus program which is a cash-based and stock-based compensation component for
senior executives of the Company. Executives in this program earn a bonus set by
specific performance levels in areas applicable to their individual business
area. The plan is designed to reward efficient, profitable performance with the
highest payout. The intent is to encourage management decisions that will
provide the best financial results for the Company.

Malcolm P. Thomas, Chairman
Charles Taylor
Stephen R. Field, Esq.

SECTION 162(M)

Section 162(m) of the Internal Revenue Code of 1986 as amended
generally limits the Company's ability to deduct compensation in excess of $1
million paid to the Company's CEO or other executive officers named in the
Summary Compensation Table contained in this Proxy Statement. Since the
Company's executive officers earn below such level of compensation, this
provision is not applicable to the Company.

Performance Graph

10/23/97 12/31/97 12/31/98 12/31/99 12/31/00 7/31/01
-------- -------- -------- -------- -------- -------

WORLD WIRELESS COMMUNICATIONS, INC 100.00 106.25 16.40 32.81 16.67 3.75
MEDIA GENERAL DIVERSIFIED COMMUNICATION SERVICES GROUP INDEX 100.00 96.00 102.79 168.84 76.28 47.51
NASDAQ MARKET VALUE INDEX 100.00 98.77 139.30 245.69 154.43 128.04
</Table>

The above table compares cumulative total return for the Company's
Common Stock with the comparable cumulative return of two indexes for the period
from October 23, 1997 through July 31, 2001. The Securities and Exchange
Commission's proxy rules require the use of two comparable indexes. Under those
rules, one index used for comparison may be a published industry or
line-of-business index. The Media General Diversified Communication Service
Group Index is such an index. Also, under such rules, the NASDAQ Market Value
Index is another such index.

The table assumes $100 invested on October 23, 1997 in the Company's
Common Stock and $100 invested at that same time in each of the comparable
indexes. The comparison assumes that all dividends are re-invested, although the
Company paid no dividends to date.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee hereby reports as follows:

(1) The Audit Committee has reviewed and discussed the audited
financial statement with the Company's management.

(2) The Audit Committee has discussed with Deloitte & Touche LLP,

13
17

the Company's independent accountants, the matters required to
be discussed by SAS 61 (Communication with Audit Committees).

(3) The Audit Committee has received the written disclosures and
the letter from Deloitte & Touche LLP required by Independence
Standards Board Standard No. I (Independence Discussions with
Audit Committees), and has discussed with Deloitte & Touche
LLP their independence.

(4) Based on the review and discussion referred to in Paragraphs 1
through 3 above, the Audit Committee recommended to the Board
of Directors of the Company, and the Board has approved, that
the audited financial statements be included in the Company's
annual report on Form 10-K for the fiscal year ended December
31, 2000, for filing with the Securities and Exchange
Commission.

Charles Taylor - Chair
Malcolm P. Thomas
M. Robert Carr

AUDIT AND NON-AUDIT FEES

For the fiscal year ended December 31, 2000, the Company paid
Deloitte & Touche LLP fees for services provided by it as follows:

<Table>

1. Audit $ 35,252.00

2. Financial information systems design and implementation $ -0-

3. All other services (including corporate tax consulting
($24,000) and other services ($0)) $ 24,000.00
</Table>

PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors has appointed the firm of Deloitte & Touche LLP,
independent accountants, to be the Company's auditors for the year 2001 and
recommends to stockholders that they vote for ratification of that appointment.

Deloitte & Touche LLP served in this capacity for the year 2000 since
May 1, 2000.

The appointment of independent accountants is approved annually by the
Board of Directors and subsequently submitted to the stockholders for
ratification. The decision of the Board is based on the recommendation of the
Audit Committee, which reviews and approves in advance the audit scope, the
types of non-audit services, and the estimated fees for the coming year. The
Committee also reviews and approves non-audit services to ensure that they will
not impair the independence of the accountants.

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18

Before making its recommendations to the Board of Directors for
appointment of Deloitte & Touche LLP, the Audit Committee carefully considered
that firm's qualifications as independent accountants for the Company. This
included consideration of its reputation for integrity and competence in the
fields of accounting and auditing. The Audit Committee has expressed its
satisfaction with Deloitte & Touche LLP in all of these respects. The
Committee's review included inquiry concerning any litigation involving Deloitte
& Touche LLP and any proceedings by the Securities and Exchange Commission
against the firm. In this respect, the Committee has concluded that the ability
of Deloitte & Touche LP to perform services for the Company is in no way
adversely affected by any such litigation or investigation.

The Board of Directors of the Company unanimously recommends a vote FOR
this Proposal No. 2.

PROPOSAL NO. 3 - APPROVAL FOR THE ISSUANCE OF UP TO __________ SHARES OF COMMON
STOCK TO AN AFFILIATE OF THE COMPANY'S LARGEST STOCKHOLDER.

Senior Secured Indebtedness Financing

On May 17, 2001, the Company sold an investment unit
consisting of (a) $2,250,000 principal amount of its Senior Secured
Convertible Notes (the "2001 Notes") and (b) warrants to purchase
1,125,000 shares of Common Stock of the Company to Lancer Offshore,
Inc., an affiliate of the Company's largest stockholder, in a private
placement transaction exempt from registration under the Securities Act
of 1933, as amended (the "Act"), subject to the following terms and
conditions.

1. The 2001 Notes bear simple interest at the rate of
15% per annum and mature on September 15, 2001,
unless they are mandatorily converted into shares of
the Company's Common Stock prior to such date.

2. Under the 2001 Notes, the Company received the
principal amount of $1,125,000 on May 17, 2001 and
the holder agreed to loan the additional amount of
$1,125,000 on or before July 15, 2001, provided that
the Company raised a minimum of $2,000,000 in equity
from persons other than Michael Lauer and his
affiliates, including Lancer Offshore Inc., Lancer
Partners L.P., and The Orbiter Fund Ltd.

3. The 2001 Notes are secured by a first security
interest of substantially all of the Company's
assets, including its machinery, equipment,
automobiles, fixtures, furniture, accounts receivable
and general intangibles, including patents, patent
applications and any stock in any subsidiary.

15
19

4. Under the 2001 Notes, the Company and Lancer
Offshore, Inc. may jointly agree to increase the
amount of the loan to a total of $5,000,000 with a
pro rata increase in the amount of Warrants issuable
by the Company.

5. The 2001 Notes are mandatorily convertible into
shares of Common Stock of the Company at the rate of
$0.50 per share (i.e. one share for each $0.50 of
debt) upon the Company's receipt of approval of its
stockholders at a meeting of such conversion.

6. The Company agreed to give Lancer Offshore, Inc.
registration rights with respect to the shares
issuable upon conversion of the 2001 Notes and upon
exercise of the warrants granted to it.

7. Any event of default under the 2001 Notes will
require the issuance of 1,000,000 shares of Common
Stock of the Company commencing with the month in
which such default first occurs and thereafter in
each such month in which such default is not cured.

8. The warrants issued and potentially issuable to
Lancer Offshore Inc. have an exercise price at $0.50
per share, expire on the fifth anniversary date of
the date of issuance and may be exercised in whole or
in part, but the shares subject thereto are issuable
only upon the approval of such issuance by our
stockholders at a meeting. At present, the Company
issued warrants to purchase 562,500 shares of its
Common Stock as result of the loan of $1,125,000 to
the Company to date.

9. The Company agreed to pay a finder's fee to Capital
Research Ltd. and Sterling Technology Partners of a
total of 10% of the gross proceeds received by it on
the sale of the 2001 Notes payable on each closing of
a tranche of the financing under the 2001 Notes.

On May 17, 2001 the average of the high and the low price of a share of
the Company's Common Stock was $0.70 and $.65, respectively.

The Company failed to meet the condition described in item 2 above by
July 15, 2001. However, on July 27, 2001 Lancer Offshore, Inc. agreed to loan
the Company an additional $250,000 as part of the 2001 Notes on the same terms
and conditions set forth above, except that (i) such $250,000 is mandatorily
convertible into shares of the Common Stock of the Company at the rate of $0.30
per share and (ii) the warrants issuable with respect thereto are to purchase
125,000 shares of Common Stock at $0.30 per share.

On July 27, 2001, the high and the low price of a share of the
Company's Common Stock was $.40 and $.30, respectively.

American Stock Exchange Rules

Under applicable American Stock Exchange Rules, the Company is required
to

16
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obtain the approval of its stockholders where the Company proposes to issue
shares of its common stock (i) to a controlling stockholder at a per share price
less than the market value thereof and (ii) such issuance involves an amount of
shares that is more than 5% of the number of the corporation's then issued and
outstanding shares of common stock in any one year. Such rule applies to the
Company's recent financing transaction with Lancer Offshore, Inc. Accordingly,
the approval of the Company's stockholders is required in order to permit the
mandatory conversion of the 2001 Notes owned by Lancer Offshore, Inc. into
shares of the Company's Common Stock at the conversion rate of one share for
each $0.50 principal amount of debt. The affirmative vote of a plurality of the
shares of Common Stock present at the Annual Meeting in person or by proxy is
needed to approve the mandatory conversion of the shares of Senior Secured Notes
owned by Lancer Offshore, Inc. into shares of Common Stock and the issuance of
the shares of Common Stock upon the exercise of the warrants granted to Lancer
Offshore, Inc. in connection with the above financing.

If Lancer Offshore Inc. loans the Company a total sum of $5,000,000,
and if the stockholders approve the mandatory conversion of the 2001 Notes,
Lancer Offshore, Inc. would acquire an additional 10,000,000 shares of the
Company's Common Stock upon such mandatory conversion. Moreover, upon the
exercise of the warrants to purchase 5,000,000 shares of the Company's Common
Stock potentially issuable to Lancer Offshore, Inc. in connection therewith,
Lancer Offshore Inc. would have the right to acquire such additional 5,000,000
shares. Such acquisitions (including the assumed exercise of the above-described
warrants) would increase the ownership of the three investment funds managed by
Michael Lauer of the shares of the Company's Common Stock from 23.4% to 48.2%
(excluding the shares of Company's Common Stock which will be issued if Proposal
No. 4 is approved by the Company's stockholders) and would give such three funds
the most significant influence in the election of all of the members of the
Board of Directors of the Company and control of all major corporate decisions
involving the vote of stockholders of the Company.

The Board of Directors of the Company has determined that the
transaction it engaged in with Lancer Offshore, Inc. was in the best interest of
all of the stockholders of the Company and was necessary to fund the Company's
operations and working capital needs.

The Board of Directors of the Company unanimously recommends a vote FOR
this Proposal No. 3.

PROPOSAL NO. 4 - APPROVAL FOR ISSUANCE OF UP TO 15,000,000 SHARES OF COMMON
STOCK IN CONNECTION WITH THE COMPANY'S RECENT SENIOR PREFERRED STOCK / WARRANT
PRIVATE PLACEMENT TRANSACTION

Through August __, 2001, the Company raised $_______ through the sale
of ____ units, each consisting of (i) 50 shares of the Company's 8% Senior
Cumulative Convertible Preferred Stock (the "Preferred Stock" or the "Senior
Preferred Stock") and (ii) a detachable one- year warrant to purchase 250,000
shares of the Company's Common Stock expiring on July 15, 2002, at an exercise
price of $0.50 per share, subject to certain adjustments (individually, each a
"Warrant" and collectively the "Warrants"), with the purchase price for each
unit of $250,000 payable in cash upon subscription. The financing

17
21

occurred in a private placement transaction exempt from registration under the
Act under which the Company sought to raise up to $5,000,000 through the sale of
20 units.

Each share of the Company's new Senior Preferred Stock has the
following characteristics:

(a) has a 8% cumulative dividend;

(b) constitutes the senior series of any preferred stock the
Company may issue;

(d) subject to the approval of the Company's stockholders at a
meeting, is mandatorily convertible into shares of the
Company's Common Stock at the conversion rate of 10,000 shares
of Common Stock for each share of Senior Preferred Stock (or
$0.50 per share) (or up to a potential maximum total of
10,000,000 shares of the Company's Common Stock if all 1,000
shares of the Company's Senior Preferred Stock are sold in
such private placement transaction);

(e) may be redeemed by the Company, at its option, between
September 15, 2001 and September 15, 2003 for the amount of
the liquidation preference and any deemed and upon cumulative
dividends; and

(f) has a first priority in liquidation of $5,000 per share, plus
the amount of unpaid cumulative dividends, payable from the
Company's assets after its payment (or its making of adequate
provision for the payment) of all claims of its creditors.

The Company agreed to give the holders of the Senior Preferred Stock
and the Warrants registration rights with respect to the shares issuable upon
the conversion of the shares of the Senior Preferred Stock and the exercise of
the Warrants.

Each Warrant entitles the holder to purchase 250,000 shares of the
Company's Common Stock at an exercise price of $0.50 per share, subject to
certain adjustments (such as stock splits, stock dividends or reverse stock
splits), exercisable in whole or in part by the holder at any time after the
date the stockholders of the Company at a meeting approve the issuance of the
shares of the Company's Common Stock issuable upon such exercise.

American Stock Exchange Rules

Under applicable American Stock Exchange Rules, the Company is required
to obtain the approval of its stockholders where the Company plans to sell,
issue or potentially issue an amount of shares equal to 20% or more of the
corporation's presently outstanding shares of its common stock for less than the
greater of book or market value of the stock. Such rule applies to the Company's
recent preferred stock /warrant financing. Accordingly, the stockholders of the
Company must approve the mandatory conversion of each share of the Company's
Senior Preferred Stock into shares of the Company's Common Stock at the
conversion rate of 10,000 shares of Common Stock for each share of Senior
Preferred Stock as well as approve the issuance of the shares of Common Stock
upon the exercise of the Warrants held by the holders of the Senior Preferred
Stock. The affirmative vote of a plurality of the shares of Common Stock present
at the Annual Meeting in person to by proxy is needed to approve the mandatory
conversion of the shares

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22

of Senior Preferred Stock and the issuance of the shares of Common Stock shares
issuable upon the exercise of the Warrants held by the holders of the Senior
Preferred Stock.

If the stockholders approve the mandatory conversion of the Senior
Preferred Stock and the issuance of the shares issuable upon the exercise of the
Warrants held by the holders of the Senior Preferred Stock, the Company would be
issuing as additional_____ shares of Common Stock pursuant thereto.

The Board of Directors of the Company has determined that the Senior
Preferred Stock / warrant private placement transaction was necessary to fund
the Company's operations and working capital needs.

The Board of Directors of the Company unanimously recommends a vote FOR
this Proposal No. 4.

PROPOSAL NO. 5 - APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION TO INCREASE
AUTHORIZED COMMON STOCK.

The Board of Directors of the Company has approved and, although not
required under applicable Nevada law, seeks the approval by the stockholders of
the Company of an amendment to the Company's Articles of Incorporation
increasing the number of shares of authorized Common Stock from 50,000,000
shares, $.001 par value per share, to 100,000,000 shares, $.001 par value per
share.

As of the record date for the Annual Meeting, the Company had
31,387,087 shares issued and outstanding and 4,956,743 reserved for issuance or
a total of 36,343,830 shares of Common Stock. If the stockholders of the Company
approve Proposals Nos. 3 and 4 set forth herein, and the maximum number of
shares issuable under each such proposal is issued, the Company will exceed the
number of authorized shares of Common Stock available for issuance and, hence,
recommends that the increase in number of shares of authorized stock occur. If
the amendment is adopted, an additional 63,656,170 shares of Common Stock (less
the amount to be issued if Proposals No. 3 and 4 are approved) would be
available for future issuance without further stockholder approval, except as
required by applicable law or regulation.

Except for the issuance or reservation of shares required if the
stockholders approve Proposals 3 and 4 hereof, the Company has no present plan,
commitment or understanding for the issuance of any shares of the newly
authorized shares of Common Stock. However, such additional shares of Common
Stock would be available for future issuance by the Board of Directors for
general corporate purposes without further stockholder certain except as
required by applicable law or regulation, including future stock splits, stock
dividends, financings and acquisitions.

Each additional share of Common Stock authorized by the proposed
amendment will have the same rights and privileges as each share of the
outstanding Common Stock. The holders of Common Stock have no preemptive rights
to subscribe for any additional shares of Common Stock of the Company that may
be issued.

The Board of Directors unanimously recommends a vote FOR this Proposal
No. 5.

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23

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and directors and persons who own more
than 10% of the outstanding shares of the Company's Common Stock to file certain
reports on Securities and Exchange Commission Forms 3, 4, and 5 with respect to
their beneficial ownership of the Company's equity securities.

Based solely upon a review of Forms 3 and 4 furnished to the Company
pursuant to Securities and Exchange Commission Rule 16a-3(e) during its fiscal
year ended December 31, 2000, and certain written representations furnished to
the Company, it appears that the Company's executive officers of the Company
duly complied with such requirement. However, Michael Lauer failed to file Form
3 on a timely basis. The Company believes that such failure to file such reports
on a timely basis was inadvertent and has implemented routine procedures
designed to remind its officers and directors and more than 10% owners
periodically of the filing requirements.

PROPOSALS BY STOCKHOLDERS

In order for a proposal of a stockholder to be included in the Board of
Directors' Proxy Statement for the Company's 2001 Annual Meeting, it must be
received at the principal executive office of the Company on or before July 31,
2001, pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended. Such a proposal must comply with the requirements as to form and
substance established by the Securities and Exchange Commission in order to be
included in the Proxy Statement.

OTHER MATTERS

The Board of Directors of the Company is not aware of other matters
which may come before the meeting. It is the intention of the persons named in
the enclosed proxy to vote the proxy in accordance with their best judgment if
any other matters should properly come before the meeting, including voting for
election of a Director in place of any person named in the proxy who may not be
available for election.

REGARDLESS OF WHETHER YOU PLAN TO BE PRESENT AT THE MEETING, IT WOULD
BE APPRECIATED IF YOU WOULD COMPLETE, DATE, AND SIGN THE ENCLOSED PROXY AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE MEETING AND WISH
TO VOTE IN PERSON, YOUR PROXY WILL NOT BE USED.

David D. Singer,
President

August __, 2001

24
WORLD WIRELESS COMMUNICATIONS, INC.
CHARTER OF
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

I. PURPOSE

The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing: the
financial reports and other financial reports and other financial information
provided by World Wireless Communications Inc. (the "Corporation") to any
governmental body or the public; the Corporation's systems of internal controls
regarding financial, accounting, legal compliance and ethics that management and
the Board have established; and the Corporation's auditing accounting and
financial reporting processes generally. Consistent with this function, the
Audit Committee should encourage continuous improvement of, and should foster
adherence to, the Corporation's policies, procedures and practices at all level.
The Audit Committee's primary duties and responsibilities are to:

o Serve an independent and objective party to monitor the
Corporation's financial reporting process and internal system.

o Review and appraise the audit efforts of the Corporation's
independent accountants, and internal auditing department.

o Provide an open avenue of communication among the independent
accountants, financial and senior management, the internal
auditing department, and the Board of Directors.

The Audit Committee will primarily fulfill these responsibilities by
carrying out the activities enumerated in Section IV of this Charter.

II. COMPOSITION

The Audit Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be independent directors, and free
from any relationship that, in the opinion of the Board, would interfere with
the exercise of his or her independent judgment as a member of the Committee.
All members of the Committee shall have a working familiarity with basic finance
and accounting practices, and at least one member of the Committee shall have
accounting or related financial management expertise. Committee members may
enhance their familiarity with finance and accounting by participating in
educational programs conducted by the Corporation or an outside consultant.

The members of the Committee shall be elected by the Board at the
annual organizational

meeting of the Board or until their successors shall be duly elected and
qualified. Unless a Chair is elected by the full Board, the members of the
Committee may designate a Chair by majority vote of the full Committee
membership.

III. MEETINGS

The Committee shall meet at least two times annually, or more
frequently as circumstances dictate. As part of its job to foster open
communications, the Committee should meet at least annually with management, the
director of the internal auditing department and the independent accountants in
separate executive sessions to discuss any matters that the Committee or each of
these groups believe should be discussed privately. In addition, the Committee
should meet with management quarterly to review the Corporation's financials
consistent with IV.4.

IV. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Audit Committee shall:

Documents/Reports Review

1. Review and update the Charter periodically, at least annually, as
conditions dictate.

2. Review the Corporation's annual financial statements and any reports or
other financial information submitted to any governmental body, or the
public, including any certification, report, opinion, or review
rendered by the independent accountants.

3. Review the regular internal reports to management prepared by the
internal auditing department and management's response.

4. Review with financial management and, if deemed necessary, the
independent accountants each for 10-Q and each form 10-K prior to its
filing or prior to the release of earnings. The Chair of the Committee
may represent the entire Committee for purposes of this review.

Independent Accountants

5. Recommend to the Board of Directors the selection of the independent
accountants, considering independence and effectiveness and approve the
fees and other compensation to be paid to the independent accountants.
On an annual basis, the Committee should review and discuss with the
accountants all significant relationships the accountants have with the
Corporation to determine the accountants' independence in accordance
with the guidelines of the Independence Standards Board.

6. Review the performance of the independent accountants and approve any
proposed

discharge of the independent accountants when circumstances warrant.

7. Periodically consult with the independent accountants out of the
presence of management about internal controls and the completeness and
accuracy of the organization's financial statements.

Internal Audit

8. Review and approve the internal audit plan for the coming year.

9. Review the organizational structure, qualifications of the internal
audit department and performance.

Financial Reporting Processes

10. In consultation with the independent accountants and the internal
auditors, review the integrity of the organization's financial
reporting process, both internal and external.

11. Consider the independent accountants' judgments about the quality and
appropriateness of the Corporation's accounting principles as applied
in its financial reporting.

12. Consider and approve, if appropriate, major changes to the
Corporation's auditing and accounting principles and practices as
suggested by the independent accountants, management, or the internal
auditing department.

Process Improvement

13. Establish regular and separate systems of reporting to the Audit
Committee by each of management, the independent accountants and the
internal auditors regarding any significant judgments made in
management's preparation of the financial statements and the view of
each as to appropriateness of such judgments.

14. Following completion of the annual audit, review separately with each
of management, the independent accountants and the internal auditing
department any significant difficulties encountered during the course
of the audit, including any restrictions on the scope of work or access
to required information.

15. Review any significant disagreement among management and the
independent accountants or the internal auditing department in
connection with the preparation of the financial statements.

16. Review with the independent accountants, the internal auditing
department and

management the extent to which changes or improvements in financial or
accounting practices, as approved by the Audit Committee, have been
implemented. (This review should be conducted at an appropriate time
subsequent to implementation of changes or improvements, as decided by
the Committee.)

Ethical and Legal Compliance

17. Establish, review and update periodically a Code of Ethical Conduct and
ensure that management has established a system to enforce this Code.

18. Review management's monitoring of the Corporation's compliance with the
organization's Ethical Code, and ensure that management has the proper
review system in place to ensure that Corporation's financial
statements, reports and other financial information disseminated to
governmental organizations, and the public satisfy legal requirements.

19. Review, with the organization's counsel, legal compliance matters,
including corporate securities trading policies.

20. Review, with the organization's counsel, any legal matter that could
have a significant impact on the organization's financial statements.

21. Perform any other activities consistent with this Charter, the
Corporation's Articles of Incorporation and By-laws and governing law,
as the Committee or the Board deems necessary or appropriate.

4
28
WORLD WIRELESS COMMUNICATIONS, INC.
5670 GREENWOOD PLAZA BLVD., PENTHOUSE
GREENWOOD VILLAGE, COLORADO 80111

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

THE UNDERSIGNED HEREBY APPOINTS DAVID D. SINGER AND ROBERT
HATHAWAY AS PROXIES, EACH WITH THE POWER TO APPOINT HIS SUBSTITUTE, AND HEREBY
AUTHORIZES THEM, AND EACH OF THEM, TO REPRESENT AND VOTE, AS DESIGNATED BELOW,
ALL OF THE SHARES OF COMMON STOCK OF WORLD WIRELESS COMMUNICATIONS, INC. HELD OF
RECORD BY THE UNDERSIGNED ON AUGUST 3, 2001, AT THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON SEPTEMBER 14, 2001, OR AT ANY ADJOURNMENT THEREOF.
MANAGEMENT RECOMMENDS A VOTE FOR THE ELECTION OF ALL DIRECTORS AND FOR EACH OF
THE FOLLOWING PROPOSALS:

1. To elect five directors to serve for a one-year term and until their
successors are duly elected and qualified;

FOR ALL NOMINEES LISTED BELOW (MARK "X" FOR ONE BOX ONLY): [ ]
DAVID D. SINGER
DONALD I. WALLACE
CHARLES TAYLOR
MALCOLM P. THOMAS
M. ROBERT CARR

WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED ABOVE: [ ]

WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE (BY WRITING THE
NAME OF THE NOMINEE BELOW)

------------------------------------------

2. To ratify the appointment of independent auditors:

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. To approve (a) the mandatory conversion of the Company's Senior Secured
Note dated as of May 17, 2001, issued to an affiliate of the Company's
largest shareholder, into ___ shares of the Company's Common Stock and
(b) the issuance of up to ___ shares of the Company's Common Stock
pursuant to the exercise of the warrants granted to such creditor in
connection with such financing:

FOR [ ] AGAINST [ ] ABSTAIN [ ]

4. To approve (a) the mandatory conversion of the Company's shares of
Senior Preferred Stock issued in a financing into ___ shares of the
Company's Common Stock and (b) the issuance of up to ____ shares of the
Company's Common Stock pursuant to the exercise of the warrants issued
to the holders of the Senior Preferred Stock:

FOR [ ] AGAINST [ ] ABSTAIN [ ]

5. To approve an amendment to the Company's Articles of Incorporation
increasing the Company's authorized capital stock from 50,000,000
shares of Common Stock, $.001 par value, to 100,000,000 shares of
Common Stock, $.001 par value:

FOR [ ] AGAINST [ ] ABSTAIN [ ]

6. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE STOCKHOLDER. IF NO CONTRARY INDICATION IS MADE, THE
AGREEMENT WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES AS DIRECTORS AND FOR
PROPOSALS NO. 2 THROUGH 5.

PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY. WHEN
SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS
ATTORNEY-IN-FACT, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL
TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY THE
PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN
PARTNERSHIP NAME BY AUTHORIZED PERSON.

-------------------------------------
SIGNATURE

DATED: , 2001
----------------------

-------------------------------------
SIGNATURE IF HELD JOINTLY

DATED: , 2001
----------------------

-------------------------------------

BY:
----------------------------------
ENTITY AUTHORIZED PERSON

DATED: , 2001
------------------------

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY FORM PROMPTLY, USING THE
ENCLOSED ENVELOPE.