RESOLUTIONS OF
                             THE BOARD OF DIRECTORS
                      OF WORLDWIDE WIRELESS NETWORKS, INC.



          A  special  meeting  of  the Board of Directors of Worldwide Networks,
Inc.,  a  Nevada corporation (the "Corporation"), was held on May 15, 2000.  All
members  of  the  Board  of  Directors  were  present.


          RESOLVED,  that  the  Board  of Directors  of  the Corporation  hereby
     authorize  the  issuance  of  100,000  common  restricted  shares,  of  the
     Corporation's   common   stock   to   The   Oxford   Group,   Inc.,  as  an
     isolated transaction,  under exemption provided by Sections 3 and 4 of  the
     Securities Act of  1933  and  applicable  state  exemptions.  These  shares
     Shall  have  piggy back  registration  rights  for  immediate  registration
     on  the  Corporation's  next  registration.  Said  stock  is  being  issued
     for  $350,000;  and

          FURTHER RESOLVED, that  the  Corporation's  transfer  agent,  Standard
     Registrar  & Transfer hereby authorized and directed to issue and aggregate
     of  100,000   restricted  shares  of  the  Corporation's  common  stock  as
     follows:

             The  Oxford  Group,  Inc.          100,000  shares
             870  East  9400  South
             Sandy,  Utah  84094

          FURTHER  RESOLVED, that the proper officers of the Corporation be, and
     They hereby  are,  authorized  and  directed  to do all other acts  and  to
     Execute  and deliver  all  documents  as  may  be  required,  necessary  or
     appropriate in the opinion  of  legal  counsel,  to  carry  out  the intent
     of  this  resolution.

DATED  this  15th  day  of  May  2000.


                                                By: /s/ CHARLES C. BREAM
                                                        ----------------
                                                        CHARLES C. BREAM


                                                By: /s/ JACK TORTORICE
                                                        --------------
                                                        JACK TORTORICE


                                                By: /s/ THOMAS J. ROTERT
                                                        ----------------
                                                        THOMAS J. ROTERT