September 11, 1998 TO: Purchasers of Units consisting of $250,000 principal amount of 10% Senior Secured Notes of World Wireless Communications, Inc. (The "Company") and one warrant to purchase 25,000 shares of Common Stock of the Company (individually each a "Lender" and collectively the "Lenders") Re: Waiver and Amendment of Agreements Ladies and Gentlemen: Reference is made to the Loan Agreement between the Lenders and the Company dated as of May 15, 1998 (the "Agreement"), including each note attached thereto as Exhibit A (the "Note"), each warrant attached thereto as Exhibit B (the "Warrant") and the Pledge/Security Agreement attached thereto as Exhibit C (the "Pledge/Security Agreement"), as amended by letter agreement dated August 7, 1998. As an inducement for the Company to consummate an offering of its common stock pursuant to the Confidential Private Placement Memorandum dated September 9, 1998 (the "Offering"), the Company and each Lender agree to amend the above-referenced documents as described herein: 1. Section 3(b) of each Note shall be amended to read as follows, effective as of May 15, 1998: "Notwithstanding anything contained herein to the contrary, this Note shall be mandatorily prepaid in the event that the Maker closes an offering of its securities, whether through one or more private placement or secondary public offerings, in which the Maker raises gross proceeds from such transaction or transactions of at least $2,500,000, or, on a pro rata basis with the holders of identical notes of the Company, if less than $2,500,000 is so raised, excluding in any case any funds raised from Lancer Partners L.P., Lancer Offshore L.P., Michael Lauer and their affiliates and except that only 50% of the first $2,500,000 of gross proceeds raised by the Maker in such transaction or transaction on or before October 12, 1998 (excluding any funds raised from Lancer Partners L.P., Lancer Offshore L.P., Michael Lauer and their affiliates) shall be used to prepay this Note." 2. Each warrant shall be amended to provide that the purchase price share of common stock of the Company shall be "$0.75" in the first paragraph thereof, effective as of May 15, 1998. In consideration of the foregoing amendments each Lender unconditionally and irrevocably waives the application of the anti-dilution provisions of each Warrant with respect to the Offering. Except as amended as set forth herein, the Agreement, each Note, each Warrant and the Pledge/Security Agreement shall continue in full force and effect. If this letter accurately sets forth our understanding, please sign your name below and return your signed original to us immediately. Very truly yours, WORLD WIRELESS COMMUNICATIONS, INC. By: /S/ David D. Singer 					 ------------------------------ David D. Singer, President THE McCLOSKEY TRUST By: /S/ Thomas D. McCloskey, Jr. /S/ Scott Ryan - --------------------------------	 ----------------------------- Thomas D. McCloskey, Jr., Mr. Scott Ryan Trustee 111 Presidential Blvd. P.O. Box 7846 Suite 246 Aspen, CO 81612 Bala Cynwyd, PA 19004 DPM INVESTMENT CORP. By: /S/ Thomas D. McCloskey, Jr. /S/ Warren Palitz - ---------------------------		 ----------------------------- Suite 246 Mr. Warren Palitz Thomas D. McCloskey, Jr. , V.P. 111 Presidential Blvd. P.O. Box 7846 Bala Cynwyd, PA 19004 Aspen, CO 81612 FRYING PAN PARTNERS, LLC. By: /S/David L. Marrs			/S/ K.R. Braithwaite - ----------------------			------------------------------ David L. Marrs, Member Ms. K.R. Braithwaite P.O. Box 7846 3267 Paseo Gallita Aspen, CO 81612 San Clemente, CA 92672-3514 CJL INVESTMENTS, LLC By: /S/ John H. Perry - ----------------------- John H. Perry, III, Managing-Member