Exhibit 2.2

                  UNITED STATES BANKRUPTCY COURT

                   MIDDLE DISTRICT OF TENNESSEE


IN RE:
                                 CASE NO. 398-10899
                                 CHAPTER 11
DIGITAL WIRELESS SYSTEMS, INC.,  JUDGE PAINE

                Debtor.
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        DEBTORS MODIFICATION TO PLAN OF REORGANIZATION
        ----------------------------------------------

     Digital Wireless Systems, Inc., the Debtor in the above
styled and numbered case, after acceptance and before
confirmation, files this Modification to its Plan of
Reorganization as follows:

     1.  Section 10.3 - Class 1(c) - 10% Senior Secured
Certificates of Indebtedness - Subsection (a) Option to Convert
to Common stock and Warrants; is modified as follows:

          (a) Option to Convert to Common Stock and Warrants:
              The holders of the Certificates of Indebtedness
              shall have the option to convert their Certificates
              of Indebtedness into Unites of Equity by receiving
              two Units of Equity for each One Dollar and 00/100
              ($1.00) of debt, including interest through the
              date of conversion.

          (d) Restriction on Transfer of Common Stock:  Deleted.

     2.  Section 10.4 - Class 1(d) - 12% Junior Secured Notes -
Subsection (a) Option to Convert to Common stock and Warrants; is
modified as follows:

          (a) Option to Convert to Common Stock and Warrants:
              The holders of the 12% Junior Secured Notes shall
              have the option to convert their Notes into Units

              of Equity by receiving two Units of Equity for each
              One Dollar and 00/100 ($1.00) of debt, including
              interest through the date of conversion.

          (d) Restriction on Transfer of Common Stock:  Deleted.

     3.  Section 13 - Unexpired Leases and Security Contracts is
modified by adding Schedules 1 and 2, attached hereto, which
schedules list the leases and contracts assumed under the Plan
and were excluded from the Plan as originally filed.

                              Respectfully submitted,

                              DIGITAL WIRELESS SYSTEMS, INC.



                              By:______________________________
                                 David Schlueter
                                 Chief Executive Officer

ATTORNEYS FOR DEBTOR:

SIDNEY J. DIAMOND, L.L.P.



By:________________________
   Sidney J. Diamond
   3800 N. Mesa, Suite C-4
   El Paso, Texas 79902
   (915) 532-3327 (Voice)
   (915) 496-0653 (Fax)

Attorneys for Debtor