August 15, 2001

by Metawave Communications Cp
August 17th, 2001

     August 15, 2001


Acqua Wellington North American Equities Fund Ltd.
C/o Fortis Fund Services Ltd.
Montague Sterling Centre
East Bay Street, P.O. Box SS-6238
Nassau, Bahamas


Dear Sirs:

     This  letter  sets  forth the agreement of Acqua  Wellington
North  American Equities Fund Ltd. the ("Purchaser") and Metawave
Communications Corporation (the "Company") regarding the purchase
by  the Purchaser from the Company of the Company's common  stock
(the  "Common Stock") on the date hereof (the "Agreement").   The
parties agree as follows:

1.        This Agreement relates to the purchase by the Purchaser
     of  486,334 shares of Common Stock for an aggregate purchase
     price of $1,500,000, or $3.0843 per share, which purchase is
     being settled by the parties on Friday, August 17, 2001.

2.        The Company is a corporation duly incorporated, validly
     existing  and  in good standing under the laws of  Delaware.
     The  Company has the requisite corporate power and authority
     to  enter  into and perform this Agreement and to issue  and
     sell  the Common Stock in accordance with the terms  hereof.
     The execution, delivery and performance of this Agreement by
     the  Company  and the consummation by it of the transactions
     contemplated hereby have been duly and validly authorized by
     all necessary corporate action.  A copy of the duly executed
     resolutions  of  the Board of Directors of  the  Company  is
     attached  hereto  as Exhibit "B".  This Agreement  has  been
     duly  executed and delivered on behalf of the Company  by  a
     duly   authorized  officer.   A  copy  of  a  duly  executed
     incumbency  certificate  of  the Company's  duly  authorized
     officers  is attached hereto as Exhibit "C".  This Agreement
     constitutes,   or   shall  constitute  when   executed   and
     delivered,  a  valid and binding obligation of  the  Company
     enforceable against the Company in accordance with its terms

3.         The Common Stock to be issued under this Agreement has
     been  duly authorized by all necessary corporate action and,
     when paid for or issued in accordance with the terms hereof,
     the  Common  Stock shall be validly issued and  outstanding,
     fully  paid  and nonassessable, and the Purchaser  shall  be
     entitled to all rights accorded to a holder of Common Stock.

4.        The Company represents and warrants that (a) the shares
     of  Common Stock issued by the Company to the Purchaser have
     been registered under the Securities Act of 1933, as amended
     (the "Securities Act"), pursuant to a registration statement
     on   Form   S-3,  Commission  File  Number  333-61470   (the
     "Registration Statement"); and (b) the Company has filed  or
     will  file  a  prospectus  supplement  to  the  Registration
     Statement in connection with this transaction. Copies of the
     Registration  Statement and the prospectus supplement,  each
     as   filed   and  the  Registration  Statement  as  declared
     effective  by  the Securities and Exchange  Commission,  are
     annexed hereto as Exhibits "D" and "E", respectively.

5.        The Company has taken or will take all action necessary
     on  its  part to list the shares of Common Stock for trading
     on  the  NASDAQ system or any relevant market or system,  if
     applicable.   A  copy  of the Company's listing  application
     with  NASDAQ  or  any  other relevant market  or  system  is
     attached hereto as Exhibit "F."

6.         The Company will continue to take all action necessary
     to  continue the listing or trading of the Common  Stock  on
     the NASDAQ National Market or any relevant market or system,
     if  applicable,  and will comply in all  respects  with  the
     Company's reporting, listing (including, without limitation,
     the  listing of the Common Stock purchased by the Purchaser)
     or  other obligations under the rules of the NASDAQ National
     Market or any relevant market or system.

7.         The  Company  has delivered or made available  to  the
     Purchaser true and complete copies of the filings filed with
     the  Securities and Exchange Commission since  December  31,
     2000  (collectively, the "Commission Filings").  The Company
     has  not  provided  to the Purchaser any information  which,
     according to applicable law, rule or regulation, should have
     been  disclosed publicly by the Company but  which  has  not
     been   so  disclosed,  other  than  with  respect   to   the
     transactions contemplated by this Agreement.   As  of  their
     respective dates, each of the Commission Filings complied in
     all   material  respects  with  the  requirements   of   the
     Securities Exchange Act of 1934 (the "Exchange Act") and the
     rules   and   regulations  of  the  Commission   promulgated
     thereunder  and other federal, state and local  laws,  rules
     and  regulations applicable to such documents,  and,  as  of
     their  respective  dates,  none of  the  Commission  Filings
     referred  to  above  contained any  untrue  statement  of  a
     material  fact or omitted to state a material fact  required
     to  be  stated  therein or necessary in order  to  make  the
     statements  therein,  in  light of the  circumstances  under
     which   they  were  made,  not  misleading.   The  financial
     statements of the Company included in the Commission Filings
     comply  as  to form in all material respects with applicable
     accounting   requirements  and  the  published   rules   and
     regulations of the Commission or other applicable rules  and
     regulations  with respect thereto. No event or  circumstance
     has  occurred or exists with respect to the Company  or  its
     subsidiaries  or  their  respective businesses,  properties,
     prospects,  operations or financial condition, which,  under
     applicable   law,   rule  or  regulation,  requires   public
     disclosure or announcement by the Company but which has  not
     been so publicly announced or disclosed.

8.         The Company will promptly notify the Purchaser of  (a)
     any  stop order or other suspension of the effectiveness  of
     the  Registration  Statement and (b) the  happening  of  any
     event  as a result of which the prospectus included  in  the
     Registration  Statement includes an untrue  statement  of  a
     material fact or omits to state a material fact required  to
     be  stated  therein,  or necessary to  make  the  statements
     therein, in light of the circumstances under which they were
     made, not misleading.

9.         The Company may not issue a press release or otherwise
     make a public statement or announcement with respect to  the
     completion  of  the transaction contemplated hereby  without
     the prior consent of the Purchaser.

10.       The Company will indemnify the Purchaser as provided in
     Exhibit  "A" attached hereto against liability with  respect
     to    the   Registration   Statement   (including,   without
     limitation,  the  prospectus  supplement)  relating  to  the
     Common Stock which were sold by the Company to the Purchaser
     hereunder.   For  purposes of said  Exhibit  A,  capitalized
     terms  used therein without definition shall have  the  same
     meanings  therein  as are ascribed to  said  terms  in  this
     Agreement.

11.        This  Agreement  and the legal relations  between  the
     parties hereto with respect to any purchase of Common  Stock
     by  the  Purchaser hereunder shall be governed and construed
     in  accordance with the substantive laws of the State of New
     York   without  giving  effect  to  the  conflicts  of   law
     principles thereunder.

      Delivery  of an executed copy of a signature page  to  this
Agreement  by  facsimile  transmission  shall  be  effective   as
delivery of a manually executed copy of this Agreement and  shall
be effective and enforceable as the original.

     Please execute a copy of this Agreement which, when executed
by  the  Purchaser,  will  constitute an  agreement  between  the
Company and the Purchaser.

                              Very truly yours,

                              METAWAVE COMMUNICATIONS CORPORATION

                              By: /s/Kathryn Surace-Smith
                              Name:  Kathryn Surace-Smith
                              Title:VP, General Counsel & Secretary


AGREED TO:

PURCHASER:

ACQUA WELLINGTON NORTH AMERICAN EQUITIES FUND LTD.


By:     /s/ Richard Colpron
Name:     Richard Colpron
Title:    Vice President