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 July 19, 2000.  All
members  of  the  Board  of  Directors  were  present.


          RESOLVED,  that  the  Board of Directors  of  the  Corporation  hereby
     Authorize  the  issuance  of  125,000  common  restricted  shares,  of  the
     Corporation's  common  stock  to  Technology  Equity   Fund  Corp.,  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 $250,000;
     and

          FURTHER  RESOLVED,  that  the Corporation's transfer  agent,  Standard
     Registrar  &  Transfer   hereby   authorized  and  directed  to  issue  and
     aggregate of 125,000 restricted  shares  of  the Corporation's common stock
     as  follows:


               Technology  Equity Fund Corp.            125,000
               1209  Orange  Street
               Wilmington,  Delaware  19801

          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  19th  day  of  July  2000.

                                                    /s/ CHARLES C. BREAM
                                                        ----------------
                                                        CHARLES C. BREAM


                                                    /s/ JACK TORTORICE
                                                        ----------------
                                                        JACK TORTORICE


                                                    /s/ THOMAS J. ROTERT
                                                        ----------------
                                                        THOMAS J. ROTERT