PRIVATE EQUITY LINE OF CREDIT AGREEMENT
WORLDWIDE WIRELESS NETWORKS, INC.
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:
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
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
Section 1.3 "Closing" shall mean one of the closings of a purchase and sale of the Common Stock pursuant to
Section 1.4 "Closing Date" shall mean, with respect to a Closing, the fifth Trading Day following the end of the