WWW
NUMBER                                                                    SHARES

WW 2847
                    WORLD WIDE WIRELESS COMMUNICATIONS, INC.
               INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA

                                  COMMON STOCK

                                        SEE REVERSE SIDE FOR CERTAIN DEFINITIONS

THIS CERTIFIES THAT                                            CUSIP 981550 10 9

                              SPECIMEN CERTIFICATE

SPECIMEN CERTIFICATE                                        SPECIMEN CERTIFICATE

to the owner of

  FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF THE PAR VALUE OF
                               $.001 PER SHARE OF

                    WORLD WIDE WIRELESS COMMUNICATIONS, INC.

(hereinafter  called  the  "Corporation")  transferable  on  the  books  of  the
Corporation  in person or by duly  authorized  attorney  upon  surrender of this
Certificate  properly  endorsed.  This  Certificate  and the shares  represented
hereby  are  issued  and  shall be held  subject  to all the  provisions  of the
Certificate of  Incorporation  and By-Laws of the Corporation and the amendments
from  time to time made  thereto,  copies of which are or will be on file at the
principal  office of the  Corporation,  to all of which the holder by acceptance
hereof  assents.  This  Certificate  is not valid  unless  countersigned  by the
Transfer Agent and registered by the Registrar.

         WITNESS  the  facsimile  seal  of the  Corporation  and  the  facsimile
signatures of its duly authorized officers.

Dated:

??????????????????????                                      ????????????????????
    SECRETARY                                                    PRESIDENT

                                     [SEAL]

Countersigned and Registered:
                        MANHATTAN TRANSFER REGISTRAR CO.
                                 (HOLBROOK, N.Y)
                                                                  Transfer Agent
                                                                   and Registrar
By

                                                            Authorized Signature