World Wireless Communications Inc Sample Contracts

World Wireless Communications Inc – TO: Purchasers of Units (each a “Lender” and collectively the “Lenders”) consisting of $6,960,000 principal amount of 15% Senior Secured Notes of World Wireless Communications, Inc. (the “Company”). (May 6th, 2003)

Reference is made to the Loan Agreement between the Lenders and the Company dated as of May 17, 2001, as amended on August 7, 2001, effective as of May 17, 2001 (the “Agreement”), including each note issued pursuant thereto (individually a “Note” and collectively the “Notes”), each warrant issued pursuant thereto (individually a “Warrant” and collectively the “Warrants”) and the Amended and Restated Pledge/Security Agreement related thereto.

World Wireless Communications Inc – TO: Purchasers of Units (each a “Lender” and collectively the “Lenders”) consisting of $6,810,000 principal amount of 15% Senior Secured Notes of World Wireless Communications, Inc. (the “Company”). (May 6th, 2003)

Reference is made to the Loan Agreement between the Lenders and the Company dated as of May 17, 2001, as amended on August 7, 2001, effective as of May 17, 2001 (the “Agreement”), including each note issued pursuant thereto (individually a “Note” and collectively the “Notes”), each warrant issued pursuant thereto (individually a “Warrant” and collectively the “Warrants”) and the Amended and Restated Pledge/Security Agreement related thereto.

World Wireless Communications Inc – TO: Purchasers of Units (each a “Lender” and collectively the “Lenders”) consisting of $7,020,000 principal amount of 15% Senior Secured Notes of World Wireless Communications, Inc. (the “Company”). (May 6th, 2003)

Reference is made to the Loan Agreement between the Lenders and the Company dated as of May 17, 2001, as amended on August 7, 2001, effective as of May 17, 2001 (the “Agreement”), including each note issued pursuant thereto, which totaled $7,020,000 in principal amount as of February 19, 2003 (individually a “Note” and collectively the “Notes”), each warrant issued pursuant thereto (individually a “Warrant” and collectively the “Warrants”) and the Amended and Restated Pledge/Security Agreement related thereto.

World Wireless Communications Inc – TO: Purchasers of Units (each a “Lender” and collectively the “Lenders”) consisting of $6,885,000 principal amount of 15% Senior Secured Notes of World Wireless Communications, Inc. (the “Company”). (May 6th, 2003)

Reference is made to the Loan Agreement between the Lenders and the Company dated as of May 17, 2001, as amended on August 7, 2001, effective as of May 17, 2001 (the “Agreement”), including each note issued pursuant thereto (individually a “Note” and collectively the “Notes”), each warrant issued pursuant thereto (individually a “Warrant” and collectively the “Warrants”) and the Amended and Restated Pledge/Security Agreement related thereto.

World Wireless Communications Inc – TO: Purchasers of Units (each a “Lender” and collectively the “Lenders”) consisting of $7,020,000 principal amount of 15% Senior Secured Notes of World Wireless Communications, Inc. (the “Company”). (May 6th, 2003)

Reference is made to the Loan Agreement between the Lenders and the Company dated as of May 17, 2001, as amended on August 7, 2001, effective as of May 17, 2001 (the “Agreement”), including each note issued pursuant thereto (individually a “Note” and collectively the “Notes”), each warrant issued pursuant thereto (individually a “Warrant” and collectively the “Warrants”) and the Amended and Restated Pledge/Security Agreement related thereto.

World Wireless Communications Inc – TO: Purchasers of Units (each a “Lender” and collectively the “Lenders”) consisting of $6,660,000 principal amount of 15% Senior Secured Notes of World Wireless Communications, Inc. (the “Company”). (May 6th, 2003)

Reference is made to the Loan Agreement between the Lenders and the Company dated as of May 17, 2001, as amended on August 7, 2001, effective as of May 17, 2001 (the “Agreement”), including each note issued pursuant thereto (individually a “Note” and collectively the “Notes”), each warrant issued pursuant thereto (individually a “Warrant” and collectively the “Warrants”) and the Amended and Restated Pledge/Security Agreement related thereto.

World Wireless Communications Inc – TO: Purchasers of Units (each a “Lender” and collectively the “Lenders”) consisting of $6,735,000 principal amount of 15% Senior Secured Notes of World Wireless Communications, Inc. (the “Company”). (May 6th, 2003)

Reference is made to the Loan Agreement between the Lenders and the Company dated as of May 17, 2001, as amended on August 7, 2001, effective as of May 17, 2001 (the “Agreement”), including each note issued pursuant thereto (individually a “Note” and collectively the “Notes”), each warrant issued pursuant thereto (individually a “Warrant” and collectively the “Warrants”) and the Amended and Restated Pledge/Security Agreement related thereto.

World Wireless Communications Inc – Re: Amendment of Agreements (November 19th, 2002)

EXHIBIT 10.54 As of October 3, 2002 TO: Purchasers of Units (each a "Lender" and collectively the "Lenders") consisting of $6,310,000 principal amount of 15% Senior Secured Notes of World Wireless Communications, Inc. (the "Company"). Re: Amendment of Agreements Gentlemen: Reference is made to the Loan Agreement between the Lenders and the Company dated as of May 17, 2001, as amended on August 7, 2001, effective as of May 17, 2001 (the "Agreement"), including each note issued pursuant thereto (individually a "Note" and collectively the "Notes"), each warrant issued pursuant thereto (individually a "Warrant" and collectively the "Warrants") and the Amended and Restated Pledge/Security Agreement related thereto. For good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledg

World Wireless Communications Inc – Re: Amendment of Agreements (November 19th, 2002)

EXHIBIT 10.56 As of October 31, 2002 TO: Purchasers of Units (each a "Lender" and collectively the "Lenders") consisting of $6,535,000 principal amount of 15% Senior Secured Notes of World Wireless Communications, Inc. (the "Company"). Re: Amendment of Agreements Gentlemen: Reference is made to the Loan Agreement between the Lenders and the Company dated as of May 17, 2001, as amended on August 7, 2001, effective as of May 17, 2001 (the "Agreement"), including each note issued pursuant thereto (individually a "Note" and collectively the "Notes"), each warrant issued pursuant thereto (individually a "Warrant" and collectively the "Warrants") and the Amended and Restated Pledge/Security Agreement related thereto. For good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged by the Lenders, and a

World Wireless Communications Inc – Re: Amendment of Agreements (November 19th, 2002)

EXHIBIT 10.55 As of October 15, 2002 TO: Purchasers of Units (each a "Lender" and collectively the "Lenders") consisting of $6,435,000 principal amount of 15% Senior Secured Notes of World Wireless Communications, Inc. (the "Company"). Re: Amendment of Agreements Gentlemen: Reference is made to the Loan Agreement between the Lenders and the Company dated as of May 17, 2001, as amended on August 7, 2001, effective as of May 17, 2001 (the "Agreement"), including each note issued pursuant thereto (individually a "Note" and collectively the "Notes"), each warrant issued pursuant thereto (individually a "Warrant" and collectively the "Warrants") and the Amended and Restated Pledge/Security Agreement related thereto. For good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged by the Lenders, and as an

World Wireless Communications Inc – Re: Amendment of Agreements (November 19th, 2002)

EXHIBIT 10.57 As of November 13, 2002 TO: Purchasers of Units (each a "Lender" and collectively the "Lenders") consisting of $6,585,000 principal amount of 15% Senior Secured Notes of World Wireless Communications, Inc. (the "Company"). Re: Amendment of Agreements Gentlemen: Reference is made to the Loan Agreement between the Lenders and the Company dated as of May 17, 2001, as amended on August 7, 2001, effective as of May 17, 2001 (the "Agreement"), including each note issued pursuant thereto (individually a "Note" and collectively the "Notes"), each warrant issued pursuant thereto (individually a "Warrant" and collectively the "Warrants") and the Amended and Restated Pledge/Security Agreement related thereto. For good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledg

World Wireless Communications Inc – TO: Purchasers of Units (each a “Lender” and collectively the “Lenders”) consisting of $4,535,000 principal amount of 15% Senior Secured Notes of World Wireless Communications, Inc. (the “Company”). (September 13th, 2002)

Reference is made to the Loan Agreement between the Lenders and the Company dated as of May 17, 2001, as amended on August 7, 2001, effective as of May 17, 2001 (the “Agreement”), including each note issued pursuant thereto (individually the “Note” and collectively the “Notes”).

World Wireless Communications Inc – TO: Purchasers of Units (each a “Lender” and collectively the “Lenders”) consisting of $5,835,000 principal amount of 15% Senior Secured Notes of World Wireless Communications, Inc. (the “Company”). (September 13th, 2002)

Reference is made to the Loan Agreement between the Lenders and the Company dated as of May 17, 2001, as amended on August 7, 2001, effective as of May 17, 2001 (the “Agreement”), including each note issued pursuant thereto (individually a “Note” and collectively the “Notes”), each warrant issued pursuant thereto (individually a “Warrant” and collectively the “Warrants”) and the Amended and Restated Pledge/Security Agreement related thereto.

World Wireless Communications Inc – TO: Purchasers of Units (each a “Lender” and collectively the “Lenders”) consisting of $5,535,000 principal amount of 15% Senior Secured Notes of World Wireless Communications, Inc. (the “Company”). (September 13th, 2002)

Reference is made to the Loan Agreement between the Lenders and the Company dated as of May 17, 2001, as amended on August 7, 2001, effective as of May 17, 2001 (the “Agreement”), including each note issued pursuant thereto (individually a “Note” and collectively the “Notes”) and each warrant issued pursuant thereto (individually a “Warrant” and collectively the “Warrants”).

World Wireless Communications Inc – TO: Purchasers of Units (each a “Lender” and collectively the “Lenders”) consisting of $6,285,000 principal amount of 15% Senior Secured Notes of World Wireless Communications, Inc. (the “Company”). (September 13th, 2002)

Reference is made to the Loan Agreement between the Lenders and the Company dated as of May 17, 2001, as amended on August 7, 2001, effective as of May 17, 2001 (the “Agreement”), including each note issued pursuant thereto (individually a “Note” and collectively the “Notes”), each warrant issued pursuant thereto (individually a “Warrant” and collectively the “Warrants”) and the Amended and Restated Pledge/Security Agreement related thereto.

World Wireless Communications Inc – TO: Purchasers of Units (each a “Lender” and collectively the “Lenders”) consisting of $6,135,000 principal amount of 15% Senior Secured Notes of World Wireless Communications, Inc. (the “Company”). (September 13th, 2002)

Reference is made to the Loan Agreement between the Lenders and the Company dated as of May 17, 2001, as amended on August 7, 2001, effective as of May 17, 2001 (the “Agreement”), including each note issued pursuant thereto (individually a “Note” and collectively the “Notes”), each warrant issued pursuant thereto (individually a “Warrant” and collectively the “Warrants”) and the Amended and Restated Pledge/Security Agreement related thereto.

World Wireless Communications Inc – TO: Purchasers of Units (each a “Lender” and collectively the “Lenders”) consisting of $3,810,000 principal amount of 15% Senior Secured Notes of World Wireless Communications, Inc. (the “Company”). (May 15th, 2002)

Reference is made to the Loan Agreement between the Lenders and the Company dated as of May 17, 2001, as amended on August 7, 2001, effective as of May 17, 2001 (the “Agreement”), including each note issued pursuant thereto (individually the “Note” and collectively the “Notes”).

World Wireless Communications Inc – TO: Purchasers of Units (each a “Lender” and collectively the “Lenders”) consisting of $4,260,000 principal amount of 15% Senior Secured Notes of World Wireless Communications, Inc. (the “Company”). (May 15th, 2002)

Reference is made to the Loan Agreement between the Lenders and the Company dated as of May 17, 2001, as amended on August 7, 2001, effective as of May 17, 2001 (the “Agreement”), including each note issued pursuant thereto (individually the “Note” and collectively the “Notes”).

World Wireless Communications Inc – TO: Purchasers of Units (each a “Lender” and collectively the “Lenders”) consisting of $3,560,000 principal amount of 15% Senior Secured Notes of World Wireless Communications, Inc. (the “Company” or the “Borrower”). (April 1st, 2002)

Reference is made to the Loan Agreement between the Lenders and the Company dated as of May 17, 2001, as amended on August 7, 2001, effective as of May 17, 2001 (the “Agreement”), including the Warrant attached thereto as Exhibit B (the “Warrant”) and the Amended and Restated Pledge/Security Agreement attached thereto as Exhibit C ( the “Security Agreement”).

World Wireless Communications Inc – AMENDMENT TO WARRANT NO. T-2, T-3 AND T-4 ISSUED BY WORLD WIRELESS COMMUNICATIONS, INC. DATED AS OF JANUARY 25, 2002 (April 1st, 2002)

Each of Warrant No. T-2, T-3 and T-4 issued by World Wireless Communications, Inc. (the “Corporation”) to Lancer Partners L.P. (the “Warrants”) pursuant to the Confidential Private Placement Memorandum dated May 17, 2001, and the Amended and Restated Loan Agreement between and the Corporation and Lancer Offshore, Inc. and Lancer Partners L.P. dated as of May 17, 2001, as amended, is hereby amended as follows:

World Wireless Communications Inc – TO: Purchasers of Units (each a “Lender” and collectively the “Lenders”) consisting of $3,810,000 principal amount of 15% Senior Secured Notes of World Wireless Communications, Inc. (the “Company”). (April 1st, 2002)

Reference is made to the Loan Agreement between the Lenders and the Company dated as of May 17, 2001, as amended on August 7, 2001, effective as of May 17, 2001 (the “Agreement”), including each note issued pursuant thereto (individually the “Note” and collectively the “Notes”).

World Wireless Communications Inc – TO: Purchasers of Units (each a “Lender” and collectively the “Lenders”) consisting of $3,210,000 principal amount of 15% Senior Secured Notes of World Wireless Communications, Inc. (the “Company” or the “Borrower”). (April 1st, 2002)

Reference is made to the Loan Agreement between the Lenders and the Company dated as of May 17, 2001, as amended on August 7, 2001, effective as of May 17, 2001 (the “Agreement”), including the Warrant attached thereto as Exhibit B (collectively the “Warrants”) Amended and Restated Pledge/Security Agreement attached thereto as Exhibit C ( the “Security Agreement”).

World Wireless Communications Inc – AMENDMENT TO WARRANT NO. T-1A, T-5, T-6, T-7 AND T-8 ISSUED BY WORLD WIRELESS COMMUNICATIONS, INC. DATED AS OF JANUARY 25, 2002 (April 1st, 2002)

Each of Warrant No. T-1A, T-5, T-6, T-7 and T-8 issued by World Wireless Communications, Inc. (the “Corporation”) to Lancer Offshore, Inc. (the “Warrants”) pursuant to the Confidential Private Placement Memorandum dated May 17, 2001, and the Amended and Restated Loan Agreement between and the Corporation and Lancer Offshore, Inc. and Lancer Partners L.P. dated as of May 17, 2001, as amended, is hereby amended as follows:

World Wireless Communications Inc – AMENDMENT TO WARRANT NO. T-9 ISSUED BY WORLD WIRELESS COMMUNICATIONS, INC. DATED AS OF JANUARY 25, 2002 (April 1st, 2002)

Warrant No. T-9 issued by World Wireless Communications, Inc. (the “Corporation”) to Capital Research Ltd. (the “Warrant”) pursuant to the Confidential Private Placement Memorandum dated May 17, 2001, and the Amended and Restated Loan Agreement between and the Corporation and Lancer Offshore, Inc. and Lancer Partners L.P. dated as of May 17, 2001, as amended, is hereby amended as follows:

World Wireless Communications Inc – Re: Amendment of Agreements (January 16th, 2002)

EXHIBIT 10.41 As of October 12, 2001 TO: Purchasers of Units (each a "Lender" and collectively the "Lenders") consisting of $1,750,000 principal amount of 15% Senior Secured Notes of World Wireless Communications, Inc. (the "Company"). Re: Amendment of Agreements Gentlemen: Reference is made to the Loan Agreement between the Lenders and the Company dated as of May 17, 2001, as amended on August 7, 2001, effective as of May 17, 2001 (the "Agreement"), including each note attached thereto as Exhibit A (individually the "Note" and collectively the "Notes"). For good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged by the Lenders, and as an additional inducement for the Company to continue its offering of units of its preferred stock and warrants pursuant to the Confi

World Wireless Communications Inc – Re: Amendment of Agreements (November 19th, 2001)

EXHIBIT 10.40 September 14, 2001 TO: Purchasers of Units (each a "Lender" and collectively the "Lenders") consisting of $1,475,000 principal amount of 15% Senior Secured Notes of World Wireless Communications, Inc. (the "Company"). Re: Amendment of Agreements Gentlemen: Reference is made to the Loan Agreement between the Lenders and the Company dated as of May 17, 2001, as amended on August 7, 2001, effective as of May 17, 2001 (the "Agreement"), including each note attached thereto as Exhibit A (individually the "Note" and collectively the "Notes"). For good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged by the Lenders, and as an additional inducement for the Company to continue its offering of units of its preferred stock and warrants pursuant to the Confidential Privat

World Wireless Communications Inc – LOAN AGREEMENT (November 19th, 2001)

EXHIBIT 10.39 APPENDIX C AMENDED AND RESTATED LOAN AGREEMENT THIS LOAN AGREEMENT DATED AS OF THE 17TH DAY OF MAY, 2001, AS AMENDED AS OF AUGUST 7, 2001, EFFECTIVE AS OF MAY 17, 2001, BY AND BETWEEN LANCER OFFSHORE, INC., A BRITISH VIRGIN ISLANDS CORPORATION AND EACH PARTY HERETO MAKING A LOAN PURSUANT TO THIS AGREEMENT AS OF THE DATE HEREOF AND FROM TIME TO TIME THEREAFTER (INDIVIDUALLY "EACH LENDER" AND COLLECTIVELY THE "LENDER") AND WORLD WIRELESS COMMUNICATIONS, INC., A NEVADA CORPORATION, HAVING AN ADDRESS AT 5670 GREENWOOD BOULEVARD, PENTHOUSE, GREENWOOD VILLAGE, COLORADO 80111 (THE "BORROWER"). WHEREAS, THE LENDER IS WILLING TO LEND TO BORROWER FUNDS TO ENABLE BORROWER TO CONDUCT ITS BUSINESS OPERATIONS; AND WHEREAS, BORROWER WISHES TO BORROW FUNDS FR

World Wireless Communications Inc – LOAN AGREEMENT (August 16th, 2001)

1 EXHIBIT 10.38 APPENDIX C LOAN AGREEMENT This Loan Agreement dated as of the 17th day of May, 2001 by and between Lancer Offshore, Inc., a British Virgin Islands corporation (the "Lender") and World Wireless Communications, Inc., a Nevada corporation, having an address at 5670 Greenwood Boulevard, Penthouse, Greenwood Village, Colorado 80111 (the "Borrower"). WHEREAS, the Lender is willing to lend to Borrower funds to enable Borrower to conduct its business operations; and WHEREAS, Borrower wishes to borrow funds from Lender in order to conduct such operations; NOW, THEREFORE, the parties agree as follows: ARTICLE I OBLIGATIONS 1.1 (a) Simultaneously with the execution and the delivery of this Agreement, Lender a

World Wireless Communications Inc – SETTLEMENT AGREEMENT AND MUTUAL RELEASE (August 11th, 2000)

1 EXHIBIT 10.36 SETTLEMENT AGREEMENT AND MUTUAL RELEASE BETWEEN INTERNET TELEMETRY CORP. AND WORLD WIRELESS COMMUNICATIONS, INC. This Agreement is made and entered into as of this 7th day of August, 2000, by and between Internet Telemetry Corp. an Oklahoma corporation with offices at 403 S. Cheyenne, Tulsa, Oklahoma 74103 ("ITC") and World Wireless Communication, Inc., a Nevada Corporation with offices at 5670 Greenwood Plaza Blvd., Ste 340, Englewood, Colorado 80111 ("WWC") for the benefit of the parties and their respective parents and subsidiaries, all of whom shall be deemed to be direct or (unless and to the extent specifically and clearly stated otherwise) express third-party beneficiaries of this Agreement. RECITALS A. Williams Wireless, Inc., dba Williams Telemetry (WT), a wholly-owned subsidiary of Will

World Wireless Communications Inc – REGISTRATION RIGHTS AGREEMENT (May 12th, 2000)

1 EXHIBIT 10.35 REGISTRATION RIGHTS AGREEMENT OF WORLD WIRELESS COMMUNICATIONS, INC. Agreement made as of the 31st day of March, 2000, by and among World Wireless Communications, Inc., a Nevada corporation currently having its office and principal place of business 5670 Greenwood Plaza Blvd., Suite 340, Englewood, Colorado 80111 (the "Corporation"), and each party hereto who acquires shares of Common Stock of the Corporation in the offering to purchase such securities made pursuant to the Confidential Private Placement Memorandum of the Company dated January 12, 2000 (the "Offering") (each of the last named persons shall hereinafter be referred to individually as a "Shareholder" or "Seller" and collectively as the "Shareholders" or "Sellers"). WHEREAS, upon the final closing of the offering of up to 4,548,667 shares of the Company's Common Stock pursuant to the Memorandum

World Wireless Communications Inc – REGISTRATION RIGHTS AGREEMENT (May 11th, 2000)

1 EXHIBIT 10.35 REGISTRATION RIGHTS AGREEMENT OF WORLD WIRELESS COMMUNICATIONS, INC. Agreement made as of the 31st day of March, 2000, by and among World Wireless Communications, Inc., a Nevada corporation currently having its office and principal place of business at 2441 South 3850 West, West Valley City, Utah 84120 (the "Corporation"), and each party hereto who acquires shares of Common Stock of the Corporation in the offering to purchase such securities made pursuant to the Confidential Private Placement Memorandum of the Company dated February 24, 2000 (the "Offering") (each of the last named persons shall hereinafter be referred to individually as a "Shareholder" or "Seller" and collectively as the "Shareholders" or "Sellers"). WHEREAS, upon the final closing of the offering of up to 13,646,000 shares of the Company's Common Stock pursuant to the Memorandum (the "Eff

World Wireless Communications Inc – Re: Waiver of Principal Payment Default under Agreements (March 31st, 2000)

EXHIBIT 10.34 December 7, 1999 To: Purchasers of Units (each a "Lender" and collectively the "Lenders") consisting of $200,000 principal amount of 16% Senior Secured Notes of World Wireless Communications, Inc. (the "Company") Re: Waiver of Principal Payment Default under Agreements Ladies and Gentlemen: Reference is made to the Loan Agreement between the Lenders and the Company dated as of May 14, 1999 (the "Agreement"), including each note attached thereto as Exhibit A (the "Note"), and the Pledge/Security Agreement attached thereto as Exhibit B (the "Pledge\Security Agreement"). As an inducement for the Company to consummate an offering of its common stock pursuant to the Confidential Private Placement Memorandum dated January 24, 1999, as amended (the "Offering"), the Company and each Lender agree as follows: 1. The Company hereby delivers to each Lender his, her or its pro rata share of 200,000 shares of the Comp

World Wireless Communications Inc – Re: Waiver of Interest Default under Agreements (November 19th, 1999)

August 19, 1999 TO: Purchasers of Units (each a "Lender" and collectively the "Lenders") consisting of $200,000 principal amount of 16% Senior Secured Notes of World Wireless Communications, Inc. (the "Company"). Re: Waiver of Interest Default under Agreements ------------------------------------------- Ladies and Gentlemen: Reference is made to the Loan Agreement between the Lenders and the Company dated as of May 14, 1999 (the "Agreement"), including each note attached thereto as Exhibit A (the "Note"), and the Pledge/Security Agreement attached thereto as Exhibit B (the "Pledge/Security Agreement"). As an inducement for the Company to consummate an offering of its common stock pursuant to the Confidential Private Placement Memorandum dated January 24, 1999, as amended (the "Offering"), the Company and each Lender agree as follows: 1. The Company hereby delivers to each Lender his, her or its pro rata share of 50,000 shares of the Company

World Wireless Communications Inc – Re: Waiver of Interest Default under Agreements (November 19th, 1999)

August 19, 1999 TO: Purchasers of Units (each a "Lender" and collectively the "Lenders") consisting of $200,000 principal amount of 16% Senior Secured Notes of World Wireless Communications, Inc. (the "Company"). Re: Waiver of Interest Default under Agreements ------------------------------------------- Ladies and Gentlemen: Reference is made to the Loan Agreement between the Lenders and the Company dated as of May 14, 1999 (the "Agreement"), including each note attached thereto as Exhibit A (the "Note"), and the Pledge/Security Agreement attached thereto as Exhibit B (the "Pledge/Security Agreement"). As an inducement for the Company to consummate an offering of its common stock pursuant to the Confidential Private Placement Memorandum dated January 24, 1999, as amended (the "Offering"), the Company and each Lender agree as follows: 1. The Company hereby delivers to each Lender his, her or its pro rata share of 50,000 shares of the Company

World Wireless Communications Inc – LOAN AGREEMENT (August 23rd, 1999)

EXHIBIT 10.32 APPENDIX A LOAN AGREEMENT This Loan Agreement dated as of the 14th day of May, 1999 by and between each party hereto making a loan pursuant to this Agreement as of the date hereof or from time to time thereafter (individually "each Lender" and collectively the "Lender") and World Wireless Communications, Inc., a Nevada corporation, having an address at 2441 South 3850 West, West Valley City, Utah 84120 (the "Borrower"). WHEREAS, each Lender is willing to lend to Borrower funds to enable Borrower to conduct its business operations; and WHEREAS, Borrower wishes to borrow funds from Lender in order to conduct such operations; NOW, THEREFORE, the parties agree as follows: ARTICLE I OBLIGATIONS 1.1 Simultaneously with the execution and the delivery of this Agreement, Lender agrees