AGREEMENT FOR INTERNET
                                 ACCESS SERVICES


         This Agreement for Internet Access Services (the "Agreement"), dated
October 21, 1998 (the "Effective Date"), is made and entered into by and between
Worldwide Wireless Systems Inc., a Delaware corporation ("Worldwide"), and
FreeLinQ Communications Corporation, a Nevada corporation ("FreeLinQ").

         WHEREAS, FreeLinQ has entered into that certain Agreement (the "Trump
Agreement"), dated as of June 25, 1998, with Trump New Media LLC, a New York
limited liability company ("Trump New Media"), pursuant to which, among other
things, FreeLinQ has agreed to provide Trump New Media with certain internet
services as more fully set forth in the Trump Agreement;

         WHEREAS, FreeLinQ anticipates entering into additional contracts or
other arrangements (the "Additional Agreements") to provide video on demand
("VOD"), internet and other services (the "FreeLinQ Channel");

         WHEREAS, FreeLinQ desires that Worldwide provide internet services to
residential and commercial properties identified in the Trump Agreement and the
Additional Agreements, and Worldwide has the necessary personnel, experience and
equipment to perform the internet services and is willing to perform such
internet services subject to the terms and conditions hereinafter set forth; and

         WHEREAS, Worldwide and FreeLinQ desire to set forth the terms and
conditions of the marketing efforts to be conducted by them in connection with
the solicitation of users for the internet services to be provided by Worldwide;

         NOW THEREFORE, in consideration of the premises and the
representations, warranties and covenants and mutual agreements contained
herein, FreeLinQ and Worldwide hereby agree as follows:

1.       INTERNET SERVICES AND SUPPORT.

         1.1. Services. Subject to the terms and conditions of this Agreement,
              Worldwide will provide (i) the internet access services set forth
              on Exhibit A (the "Residential Internet Services") to those
              residential buildings set forth on Exhibit A (the "Residential
              Buildings"), (ii) the internet access services set forth on
              Exhibit B (the "On-Net Commercial Internet Services") to those
              commercial buildings set forth on Exhibit B where FreeLinQ has an
              established wired infrastructure to provide internet access (the
              "On-Net Commercial Buildings") and (iii) the internet access
              services set forth on Exhibit C (the "Off-Net Commercial Internet
              Services" and together with the Residential Internet Services and
              the On-Net Commercial Internet Services, the "Internet Services")
              to those commercial buildings set forth on Exhibit C where
              FreeLinQ does not have an established wired infrastructure to
              provide internet access but does have the option to wire such
              buildings pursuant to the Trump Agreement or the Additional
              Agreements (the "Off- Net Commercial Buildings" and together with
              the Residential Buildings and the On-Net

   
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              Commercial Buildings, the "Buildings"). During the term of this
              Agreement, unless otherwise agreed to in writing by Worldwide,
              FreeLinQ agrees not to hire, retain or otherwise engage any other
              entity or individual to provide the Internet Services to or in
              respect of any of the Buildings.

         1.2. Additional Off-Net Buildings. In the event that Worldwide obtains
              access to any building that is not provided for in the Trump
              Agreement or the Additional Agreements (the "Off-Net Buildings"),
              Worldwide hereby agrees to give FreeLinQ the right of first
              refusal to provide the FreeLinQ Channel to such Off-Net Buildings.
              FreeLinQ shall have fifteen (15) days to exercise such right of
              first refusal and shall notify Worldwide in writing on or prior to
              the last day of such fifteen day period whether or not the right
              of first refusal shall be exercised. If such right of first
              refusal is exercised, such Off-Net Building shall be deemed an
              "On-Net Commercial Building" for purposes of this Agreement. In
              the event the right of first refusal is not exercised, FreeLinQ
              shall not restrict Worldwide's access to such Off-Net Building.

         1.3. Support. Worldwide will provide the technical support set forth on
              Exhibit A (the "Worldwide Residential Support Services") for the
              Residential Internet Services and the technical support set forth
              on Exhibit B (the "Worldwide Commercial Support Services" and
              together with the Residential Support Services, the "Worldwide
              Support Services") for the On-Net Commercial Internet Services and
              the Off-Net Commercial Internet Services.

         1.4. Worldwide Installation Services. Worldwide will provide the
              installation services set forth on Exhibit D.

         1.5. Internet Website Portal Page. FreeLinQ and Worldwide hereby agree
              that the posting of any advertisements, including, but not limited
              to, banner advertisements and hyperlinks to other websites, on any
              internet website portal page created as part of the Internet
              Services to be provided hereunder (the "Web Page") shall be
              mutually agreed upon by FreeLinQ and Worldwide. All revenues
              generated, if any, from the posting of such advertisements on the
              Web Page shall be split equally between FreeLinQ and Worldwide,
              provided that FreeLinQ and Worldwide share equally in the cost of
              administering such advertisements.

2.       SOLICITATION OF END-USERS; RESPONSIBILITIES OF FREELINQ AND
         WORLDWIDE.

         2.1. Solicitation of End-Users. FreeLinQ shall, and shall permit
              Worldwide to, solicit all of the tenants of the Buildings (each an
              "End-User") to subscribe to the Internet Services and provide the
              Marketing Services (as defined herein) during the Initial Term (as
              defined herein) and any Renewal Term (as defined herein) of

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              this Agreement, and FreeLinQ shall include in each VOD service
              questionnaire (the "VOD Questionnaire") furnished to each End-User
              a page substantially in the form of Exhibit E hereto. FreeLinQ
              shall deliver each such signed and completed page to Worldwide
              promptly, but in any event within five (5) days, after receipt
              thereof.

         2.2. Marketing Responsibilities of FreeLinQ. In connection with
              soliciting End-Users and providing the Marketing Services,
              FreeLinQ shall:

              (a)  perform the sales and marketing services set forth on Exhibit
                   F provided, however, that Worldwide shall have the right, but
                   not the obligation, by written notice given to FreeLinQ, to
                   delete one or more of the marketing services from Exhibit F
                   and/or itself perform all or any portion of any such services
                   and provide such services directly to the End-Users (such
                   services listed on Exhibit F as the same may be modified in
                   accordance with the terms of this Agreement, being referenced
                   to as the "Marketing Services");

              (b)  pay for any and all costs, fees and expenses in connection
                   with the performance of its obligations hereunder, including,
                   but not limited to, those arising in connection with the
                   Marketing Services;

              (c)  conduct its business so as to maintain the goodwill of
                   Worldwide;

              (d)  use only promotional material approved by Worldwide in
                   connection with performing the Marketing Services;

              (e)  comply fully with all applicable federal, local and state
                   laws, regulations and ordinances; and

              (f)  with respect to each Residential Building and On-Net
                   Commercial Building, provide the installation services set
                   forth on Exhibit G.

         2.3. Other Responsibilities of FreeLinQ. FreeLinQ shall provide
              unrestricted access to the FreeLinQ headends to Worldwide.
              FreeLinQ shall provide internet connectivity to each End-User in a
              Residential Building using the FreeLinQ broadband network and the
              customer premise equipment and network located in such Residential
              Building.

         2.4. Responsibilities of Worldwide. (a) Worldwide may enter into an
              internet service provider agreement (each an "ISP Agreement") with
              each residential End-User who subscribes to the Residential
              Internet Services and may enter into a network service provider
              agreement (each a "NSP Agreement") with each End-User that
              subscribes to either the On-Net Commercial Internet Services or
              the Off-Net Commercial Internet Services.
<PAGE>

              (b)  In the event that Worldwide includes any reference to or
                   information about FreeLinQ in connection with soliciting
                   End-Users and performing Marketing Services directly to
                   End-Users, Worldwide shall use only promotional material
                   approved by FreeLinQ.

3.       LIMITS OF AUTHORITY

         FreeLinQ shall not:

              (a)  hold itself out as Worldwide's agent or representative except
                   as provided herein, or make any representation or warranty
                   concerning Worldwide or the Internet Services to be provided
                   by Worldwide;

              (b)  enter into any agreement with any End-Users with respect to
                   the Internet Services or solicit the End-Users to enter into
                   any other agreement with respect to the Internet Services
                   other than the ISP Agreements and the NSP Agreements as
                   provided herein;

              (c)  waive, alter or change any provision of any ISP Agreement or
                   NSP Agreement;

              (d)  modify or extend the amount or time of payment of any charge
                   or fee arising under any ISP Agreement or NSP Agreement;

              (e)  incur any expense or obligation in the name of Worldwide; or

              (f)  use Worldwide's name or Marks (as defined herein) in
                   connection with its business other than in the manner
                   expressly provided for herein and consistent with proper
                   trademark practices.

4.       TERM AND TERMINATION.

         4.1. Term. This Agreement will commence on the Effective Date and
              continue until the fifth anniversary thereof ("Initial Term").
              Upon expiration of the Initial Term and each Renewal Term
              thereafter, this Agreement will be automatically renewed for an
              additional five (5) year term ("Renewal Term") unless terminated
              by either party upon 180 days' written notice given prior to the
              expiration of the Initial Term or any Renewal Term, as the case
              may be.

         4.2. Termination for Breach. Either party may terminate this Agreement
              prior to the expiration of the Initial Term or any Renewal Term in
              the event of a material breach of the terms or conditions of this
              Agreement by the other party which breach is not cured within
              thirty (30) days of written notice from the party not in breach.
              In addition to these rights of termination, each party will have
              the right, in the event of an uncured breach by the other party,
              to avail itself of all remedies or causes of action, in law or
              equity, for damages as a result of such breach.
<PAGE>

         4.3. Effects of Termination. (a) Termination or expiration of this
              Agreement for any reason shall not (i) release either party from
              any liability or obligation which has already accrued as of the
              effective date of such termination, including, but not limited to,
              the obligation of Worldwide to pay any amounts due pursuant to
              Article 7 hereof; provided, however, that such payment obligations
              shall terminate upon the termination of the ISP Agreements and the
              NSP Agreements that have been entered into as a result of the
              Marketing Services and prior to termination hereof and (ii)
              constitute a waiver or release of, or otherwise be deemed to
              prejudice or adversely affect, any rights, remedies or claims,
              whether for damages or otherwise, which a party may have
              hereunder, at law, equity or otherwise.


              (b)  In the event this Agreement is terminated by Worldwide
                   pursuant to Sections 4.2 or 5.5(a) hereof, FreeLinQ shall pay
                   to Worldwide any and all costs and fees required to be paid
                   by Worldwide to bandwidth providers arising under any and all
                   agreements entered into with such bandwidth providers in
                   connection with the provision of the Internet Services
                   pursuant to this Agreement.

5.       TITLE AND OWNERSHIP.

         5.1. Disclosed Material. All technical, creative or business
              information or material including, but not limited to, business or
              marketing plans, analytical methods, computer programs, data
              files, drawings, photographs, films, scripts, sketches, samples,
              or financial or marketing data, whether oral, written or otherwise
              furnished or disclosed under, or in contemplation of, this
              Agreement ("Disclosed Material") shall remain the disclosing
              party's property. All Disclosed Material shall be used only in
              connection with the performance of the obligations arising under
              this Agreement and shall not be otherwise used, copied, or
              disclosed to any third party without the disclosing party's prior
              written consent.

         5.2. Return of Disclosed Material. Upon written request and upon
              termination of this Agreement for any reason, all Disclosed
              Material in tangible form shall be returned immediately to the
              disclosing party and all Disclosed Material not capable of return
              shall be destroyed and the receiving party shall certify to the
              disclosing party that such Disclosed Material has been destroyed.

         5.3. Marketing Materials. Each party acknowledges and agrees that,
              except for Disclosed Material provided by either party (including
              without limitation each party's proprietary methods, techniques,
              processes, strategies and other know-how relating to interactive
              advertising and promotions, regardless of the manner or form in
              which the foregoing are disclosed to one party by the other
              party), all documents, reports, creative designs and other
              deliverables prepared by one party for the other party ("Marketing
              Materials") pursuant to this Agreement shall be the property of
              the creating party. While this Agreement is in effect, each party
              shall have a personal, non-exclusive, royalty-free,
              non-transferable license to use 

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              any Marketing Material in connection with the provision of the
              Marketing Services.

         5.4. Trademark License. (a) During the Term of this Agreement,
              Worldwide grants FreeLinQ a nonexclusive, non-transferable license
              to use, copy, display, reproduce and transmit its trademarks,
              tradenames and logos (collectively, the "Worldwide Marks") in
              connection with the Marketing Services solely in the manner set
              forth herein. Within five (5) days of the termination of this
              Agreement, FreeLinQ shall cease all display, advertising and use
              of all of the Worldwide Marks, and shall not thereafter use,
              advertise or display any of the Worldwide Marks except to the
              extent expressly permitted in this Agreement. All use of the
              Worldwide Marks shall inure to the benefit of Worldwide.

              (b)  During the Term of this Agreement, FreeLinQ grants Worldwide
                   a nonexclusive, non-transferable license to use, copy,
                   display, reproduce and transmit its trademarks, tradenames
                   and logos (collectively, the "FreeLinQ Marks" and together
                   with the Worldwide Marks, the "Marks") in connection with the
                   Marketing Services solely in the manner set forth herein.
                   Within five (5) days of the termination of this Agreement,
                   Worldwide shall cease all display, advertising and use of all
                   of the FreeLinQ Marks, and shall not thereafter use,
                   advertise or display any of the FreeLinQ Marks except to the
                   extent expressly permitted in this Agreement. All use of the
                   FreeLinQ Marks shall inure to the benefit of FreeLinQ.

         5.5. Marketing Materials. (a) Prior to any use of any Mark or any
              Marketing Material, each party will provide to the other party
              copies of the Marketing Materials for such party's written
              approval. Each party shall respond promptly by e-mail or by any of
              the other means of notice set forth in Section 11.3 hereof, but in
              no event later than ten (10) business days after receipt (failing
              which response, the materials shall be deemed accepted by the
              non-disclosing party). The release of any Marketing Materials
              embodying a Mark without prior review and written approval (or
              deemed acceptance, as provided herein) shall be a material breach
              of this Agreement, and grounds for immediate termination by the
              non-disclosing party, without the right to cure. This provision
              applies to all Marketing Materials embodying a Mark, whether in
              electronic or print format. The parties agree that acceptance of
              Marketing Materials embodying a Mark under this paragraph shall be
              continuing for all previously approved Marketing Materials which
              are materially unchanged. The parties acknowledge that breach of
              this provision will cause irreparable harm to the non-disclosing
              party, and such party may seek injunctive relief without having to
              prove damages to restrain any breach or threatened breach of this
              provision, in addition to all other remedies which it may have, in
              law or in equity.

<PAGE>

              (b)  To the extent FreeLinQ has the right to approve of marketing
                   materials, including press releases, which include
                   Worldwide's name or Marks and which are to be used by Trump
                   New Media in connection with the promotion or provision of
                   the Internet Services, such approval by FreeLinQ shall not be
                   granted to Trump New Media without the prior written consent
                   of Worldwide.

         5.6. Use of Mark. The Worldwide Marks may be used only as a means of
              identifying Worldwide as the source and provider of the Internet
              Services, and the FreeLinQ Marks may be used only as a means of
              identifying FreeLinQ as the source and provider of the VOD
              services. The Marks may be used only in form expressly approved by
              each party as provided in this Agreement, and under no
              circumstances may they be altered in any way whether by change of
              color, type, design, or otherwise. The presentation of the Marks
              shall at all times be such that ownership of any particular Mark
              is clear. All Marks shall have the (R) or (TM) or symbols where so
              designated by each party. Each party shall have the unilateral
              right to establish, monitor and enforce such quality standards and
              additional terms and conditions concerning the use of its Marks as
              it deems necessary to reasonably protect its Marks. Each party
              hereby renounces ownership of and assigns to the other party any
              goodwill which accrues as a result of either party's use of the
              Marks.

         5.7. Proprietary Rights in Marks. Title to and ownership of all Marks,
              and all rights therein, including, without limitation,
              intellectual property rights applicable thereto, are and shall
              remain the exclusive property of the party that owns the Mark.
              Neither party shall take any action to jeopardize, limit or
              interfere in any manner with the aforesaid rights. Each party
              shall have only those rights in or to the Marks expressly granted
              to it pursuant to this Agreement.

6.       CONFIDENTIALITY.

         "Confidential Information" means all information disclosed by the
disclosing party ("Discloser") to the receiving party ("Recipient") (in writing,
orally or in any other form), including, without limitation, Disclosed Material,
source code, trade secrets, customer lists, development tools and processes,
computer printouts, computer programs, design drawings and manuals,
improvements, business plans, technical data, product ideas, personnel,
contracts and financial information, unless (i) the information is or becomes
publicly known through lawful means; (ii) the information was, and is documented
in writing to have been, rightfully in Recipient's possession or part of
Recipient's general knowledge prior to receipt of the Confidential Information;
(iii) the information is disclosed to Recipient without confidential or
proprietary restriction by a third party who rightfully possesses the
information (without confidential or proprietary restriction) and did not learn
of it, directly or indirectly, from Recipient, or (iv) the information is
independently developed by the Recipient without use of the Discloser's
Confidential Information. Recipient shall reproduce the other party's
Confidential Information only for purposes of this Agreement and only to the
extent necessary for such 

<PAGE>

purpose and shall hold all Confidential Information in strict confidence and
shall not disclose any Confidential Information to any third party. Recipient
shall take all reasonable measures to protect the confidentiality and avoid the
unauthorized use, disclosure, publication, or dissemination of Confidential
Information. If either party should receive a subpoena, court order or other
legal process (each a "Legal Order") which would compel the disclosure of such
Confidential Information, that party shall promptly notify the other party of
such event so as to provide such party with a reasonable opportunity to obtain
an appropriate court order protecting such Confidential Information. Any
information required to be disclosed pursuant to any Legal Order shall no longer
be Confidential Information but only to the extent required to be disclosed in
the Legal Order and subject to the restrictions ordered by the court.

7.       BILLING AND PAYMENT.

         7.1. Collection of Fees. Worldwide shall be responsible for the billing
and collection of fees in connection with all of the ISP Agreements and the NSP
Agreements entered into with End-Users in Residential Buildings and On-Net
Commercial Buildings as a result of FreeLinQ Marketing Services.

         7.2. Payment and Reports. Within forty-five (45) days after the end of
each month, Worldwide will pay FreeLinQ the amount as determined in accordance
with the schedule set forth on Exhibit H hereto but only to the extent amounts
are collected by Worldwide and not refunded.

         7.3. Commissions for Off-Net Buildings. Worldwide and FreeLinQ agree
that Worldwide shall pay a commission to FreeLinQ for those Off-Net Commercial
Buildings to which Worldwide decides, in its sole discretion, to provide Off-Net
Internet Services. Such commission shall be mutually agreed upon by Worldwide
and FreeLinQ at the time Worldwide agrees to provide the Off-Net Internet
Services to such Off-Net Commercial Buildings.

         7.4. End User Information. Worldwide shall provide to FreeLinQ, within
forty-five (45) days after the end of each month, a report for that month
showing the name and address of each End-User to whom Worldwide is providing
Internet Services.

         7.5. Book and Records. (a) Worldwide agrees to maintain adequate books
and records relating to the provision of Internet Services to End-Users. Such
books and records shall be available at their place of keeping for inspection by
FreeLinQ or its representative, for the purpose of determining whether the
correct fees and/or commissions, if any, have been paid to FreeLinQ in
accordance with the terms of this Agreement and whether Worldwide has otherwise
complied with the terms of this Agreement. FreeLinQ shall have the right to
conduct such an audit, for the prior three month period only, upon thirty (30)
days advance notice once each quarter. Such audit is to occur during Worldwide's
normal business hours, at a time and location designed to minimize disruption to
Worldwide's business. Information contained in Worldwide's books and records
shall constitute Confidential Information as defined in Section 6.
<PAGE>

              (b)  If the results of any such audit as provided for in
                   subsection (a) of this Section 7.5 establish that Worldwide
                   has underpaid FreeLinQ by an amount greater than ten percent
                   (10%) in any quarter, then Worldwide shall pay promptly to
                   FreeLinQ the amount of the shortfall plus an amount computed
                   at the rate of eighteen percent (18%) per annum, compounded
                   monthly, on the shortfall (the "Additional Amount") for the
                   period commencing on the date such payment was due and owing
                   and terminating on the date such shortfall and Additional
                   Amount is paid in full.

              (c)  If the results of any such audit as provided for in
                   subsection (a) of this Section 7.5 establish that Worldwide
                   has overpaid FreeLinQ by any amount, then FreeLinQ shall pay
                   promptly, but in any event within fifteen (15) days after the
                   discovery of such overpayment, the total amount overpaid by
                   Worldwide or, at the option of Worldwide, such amount shall
                   be credited to amounts payable by Worldwide under the next
                   month's invoice.

8.       REPRESENTATIONS AND WARRANTIES.

         8.1.      Worldwide's Representations.

              (a)  Worldwide is a corporation duly organized, validly existing
                   and in good standing under the laws of the jurisdiction of
                   its incorporation and has all requisite corporate power and
                   authority to own, lease and operate its properties and to
                   carry on its business as now being conducted, is properly
                   qualified to do business in all jurisdictions where it
                   currently conducts business and to enter into this Agreement
                   and to perform its obligations hereunder.

              (b)  Worldwide has full corporate power and authority to enter
                   into and execute this Agreement and to carry out the
                   transactions contemplated hereby in accordance with its
                   terms. The execution, delivery and performance by Worldwide
                   of this Agreement and the consummation by Worldwide of the
                   transactions contemplated hereby have been duly and validly
                   authorized by all necessary corporate action on the part of
                   Worldwide, and no other corporate proceedings on the part of
                   Worldwide are necessary to authorize this Agreement or to
                   consummate the transactions contemplated hereby. This
                   Agreement has been duly and validly executed and delivered by
                   Worldwide and constitutes a legal, valid and binding
                   obligation of Worldwide, enforceable against it in accordance
                   with its terms, except that (i) such enforceability may be
                   subject to bankruptcy, insolvency, fraudulent conveyance,
                   reorganization or other similar laws now or hereafter in
                   effect affecting or relating to enforcement of creditors'
                   rights generally and (ii) general equitable principles.
                   Neither 

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                   the execution, delivery and performance by Worldwide of this
                   Agreement nor the consummation by Worldwide of the
                   transactions contemplated hereby will, with or without the
                   giving of notice or the passage of time, or both, (i) violate
                   any provision of law, rule, regulation, order, judgment,
                   writ, injunction or decree applicable to Worldwide or any of
                   its properties or assets, (ii) conflict with, result in a
                   breach of, terminate, modify, or cancel, or require any
                   notice under any note, bond, mortgage, indenture, license,
                   contract or agreement to which it is a party or by which
                   Worldwide or any of its assets is bound or result in the
                   imposition of any lien upon any of the assets of Worldwide;
                   or (iii) conflict with, violate or result in a breach of any
                   of the terms, conditions or provisions of the Certificate of
                   Incorporation or By-Laws of Worldwide.

              (c)  Worldwide, to the best of its knowledge, warrants that the
                   Marks and all Disclosed Material provided by Worldwide to
                   FreeLinQ under this Agreement do not infringe upon the
                   intellectual property rights or any other rights of any third
                   party, or defame or invade the privacy of any third party.

              (d)  Worldwide warrants that the Worldwide Support Services shall
                   be performed by qualified personnel who will perform the
                   tasks thereunder consistent with good professional practice
                   and generally accepted standards in the internet industry.

     8.2.     FreeLinQ's Representations.

              (a)  FreeLinQ is a corporation duly organized, validly existing
                   and in good standing under the laws of the jurisdiction of
                   its incorporation and has all requisite corporate power and
                   authority to own, lease and operate its properties and to
                   carry on its business as now being conducted, is properly
                   qualified to do business in all jurisdictions where it
                   currently conducts business and to enter into this Agreement
                   and to perform its obligations hereunder.

              (b)  FreeLinQ has full corporate power and authority to enter into
                   and execute this Agreement and to carry out the transactions
                   contemplated hereby in accordance with its terms. The
                   execution, delivery and performance by FreeLinQ of this
                   Agreement and the consummation by FreeLinQ of the
                   transactions contemplated hereby have been duly and validly
                   authorized by all necessary corporate action on the part of
                   FreeLinQ, and no other corporate proceedings on the part of
                   FreeLinQ are necessary to authorize this Agreement or to
                   consummate the transactions contemplated hereby. This
                   Agreement has been duly and validly executed and delivered by
                   FreeLinQ and constitutes a legal, valid and binding
                   obligation of FreeLinQ, enforceable against it in accordance
                   with its terms, except that

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                   (i) such enforceability may be subject to bankruptcy,
                   insolvency, fraudulent conveyance, reorganization or other
                   similar laws now or hereafter in effect affecting or relating
                   to enforcement of creditors' rights generally and (ii)
                   general equitable principles. Neither the execution, delivery
                   and performance by FreeLinQ of this Agreement nor the
                   consummation by FreeLinQ of the transactions contemplated
                   hereby will, with or without the giving of notice or the
                   passage of time, or both, (i) violate any provision of law,
                   rule, regulation, order, judgment, writ, injunction or decree
                   applicable to FreeLinQ or any of its properties or assets,
                   (ii) conflict with, result in a breach of, terminate, modify,
                   or cancel, or require any notice under any note, bond,
                   mortgage, indenture, license, contract or agreement to which
                   it is a party or by which FreeLinQ or any of its assets is
                   bound or result in the imposition of any lien upon any of the
                   assets of FreeLinQ; or (iii) conflict with, violate or result
                   in a breach of any of the terms, conditions or provisions of
                   the Certificate of Incorporation or By-Laws of FreeLinQ.

              (c)  FreeLinQ represents that it shall perform its obligations
                   under this Agreement in a good and workmanlike fashion and in
                   accordance with the highest professional standards of the
                   industry.

              (d)  FreeLinQ represents that all Marketing Materials created,
                   produced and/or developed by FreeLinQ shall be works of
                   original authorship and will not infringe the rights of any
                   third party.

         8.3. THIS ARTICLE 8 SETS FORTH ALL OF THE REPRESENTATIONS AND
              WARRANTIES OF A PARTY TO THE OTHER PARTY. EACH PARTY HEREBY
              DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,
              WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS
              FOR A PARTICULAR PURPOSE. WORLDWIDE DOES NOT MAKE ANY
              REPRESENTATIONS AND WARRANTIES REGARDING ANY CONTENT, WEBSITE OR
              OTHER MATERIALS ACCESSIBLE VIA THE INTERNET SERVICES. THE PARTIES
              ACKNOWLEDGE THAT, BECAUSE OF THE NATURE OF THE INTERNET AND THE
              INTERNET RELATED TECHNOLOGY, THERE MAY BE DISRUPTIONS TO INTERNET
              SERVICES BEYOND THE CONTROL OF WORLDWIDE AND THAT WORLDWIDE SHALL
              BEAR NO RESPONSIBILITY FOR SUCH DISRUPTIONS.

9.       INDEMNIFICATION.

         9.1. Worldwide Indemnification. Worldwide shall indemnify, hold
              harmless and defend FreeLinQ, its affiliates, officers, directors,
              employees and agents from and against any claim, suit or
              proceeding and any damages or liability therefrom or settlement
              thereof (including reasonable attorneys' fees and disbursements)
              to the 

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              extent (i) based on a claim that the Worldwide Marks or any
              Disclosed Material provided by Worldwide infringe the patent,
              copyright, trademark, trade secret, publicity, privacy or other
              rights of any person, defame any person, or violate any applicable
              law or regulation or (ii) resulting from any breach of this
              Agreement by Worldwide.

         9.2. FreeLinQ Indemnification. FreeLinQ shall indemnify, hold harmless
              and defend Worldwide, its affiliates, officers, directors,
              employees and agents from and against any third party claim, suit
              or proceeding and any damages or liability therefrom or settlement
              thereof (including reasonable attorneys' fees) to the extent (i)
              based on a claim that the FreeLinQ Marks or any Disclosed Material
              provided by FreeLinQ infringe the patent, copyright, trademark,
              trade secret, publicity, privacy or other rights of any person,
              defame any person, or violate any applicable law or regulation or
              (ii) resulting from any breach of this Agreement by FreeLinQ.

         9.3. Exceptions. The indemnities set forth in Sections 9.1 and 9.2
              shall not apply if (i) the indemnified party fails to give the
              indemnifying party prompt notice of any claim it receives and such
              failure materially prejudices the indemnifying party; or (ii) the
              indemnifying party is not given the opportunity to control the
              defense and settlement of any claim.

         9.4. Settlement. The indemnified party shall not, without the prior
              written consent of the indemnifying party, enter into any
              settlement the result of which would materially limit or modify
              the rights of the indemnifying party under this Agreement.

10.      LIMIT ON LIABILITY.

         NEITHER PARTY SHALL HAVE ANY LIABILITY FOR LOSS OF PROFITS OR SPECIAL,
INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF EITHER PARTY
HAS WARNED OR BEEN WARNED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, EITHER PARTY'S LIABILITY
UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES AND COMMISSIONS
ACTUALLY PAID BY WORLDWIDE TO FREELINQ PURSUANT TO THIS AGREEMENT.

11.      GENERAL PROVISIONS.

        11.1. Assignment. This Agreement may not be assigned by either party to
              any other person or entity without the express written consent of
              the other party; provided, however, that Worldwide may assign this
              Agreement to any other person or entity upon 30 days' prior to
              written notice to FreeLinQ and with the express written consent of
              FreeLinQ, which consent shall not be unreasonably withheld,
              pursuant to the sale of all or substantially all of the assets of
              Worldwide or pursuant to a merger of Worldwide with another
              entity.
<PAGE>

        11.2. Invalidity; Enforceability; Severability. If any provision or
              provisions of this Agreement shall be held to be invalid, illegal
              or unenforceable, the validity, legality and enforceability of the
              remaining provisions shall not in any way be affected or limited
              thereby.

        11.3. Notices. Any notices or other communications required or
              permitted hereunder shall be given in writing and shall be
              delivered by hand or sent by telecopy, by certified or registered
              mail, postage prepaid and return receipt requested, or by
              nationally recognized overnight courier service and shall be
              deemed given when so delivered by hand or telecopied (but only if
              receipt thereof is acknowledged by return telecopy or if a
              conforming copy is delivered or sent within one business day
              thereafter by any other means of delivery permitted by this
              Section 11.3), or if mailed, on the date of actual receipt and in
              the case of overnight courier service, the business day following
              dispatch, addressed as set forth on Exhibit I or to such other
              address as shall be furnished in writing by either party; provided
              that any notice or communication changing either of the addresses
              set forth on Exhibit I shall be effective and deemed given only
              upon its receipt.

        11.4. Governing Law. This Agreement shall be governed by and construed
              in accordance with the laws of the State of New York applicable to
              contracts made and to be performed entirely within such State.

        11.5. Dispute Resolution. (a) Any disagreement, dispute, controversy or
              claim arising out of or relating to this Agreement or the
              transactions contemplated hereby, including, without limitation,
              the interpretation hereof and any breach, termination or
              invalidity hereof, shall be settled exclusively and finally
              through arbitration (irrespective of the magnitude thereof, the
              amount in controversy or whether such matter would otherwise be
              considered justiciable or ripe by a court or arbitral tribunal).

              (b)  The arbitration shall be conducted in accordance with the
                   commercial arbitration rules of the American Arbitration
                   Association (the "Arbitration Rules"), except as those rules
                   conflict with the provisions of this Section 11.5, in which
                   event the provisions of this Section 11.5 shall control.

              (c)  The arbitral tribunal shall consist of three arbitrators
                   chosen in accordance with the Arbitration Rules. The
                   arbitration shall be conducted in New York County. Any
                   submission of a matter for arbitration shall include joint
                   written instructions of Worldwide and FreeLinQ requiring the
                   arbitral tribunal to render a decision resolving the matters
                   submitted within 60 days following the submission thereof.
                   Arbitration proceedings shall be conducted in confidence.

              (d)  Any decision or award of the arbitral tribunal shall be final
                   and binding upon the parties to the arbitration proceeding.
                   Worldwide and FreeLinQ 

<PAGE>

                   agree that the arbitral award may be enforced against them or
                   their assets wherever they may be found and that a judgment
                   upon the arbitral award may be entered in any court having
                   jurisdiction thereof.

              (e)  All out-of-pocket costs and expenses incurred by any party in
                   connection with the resolution of any disagreement, dispute,
                   controversy or claim pursuant to this Section 11.5,
                   including, but not limited to, reasonable attorney's fees and
                   disbursements, shall be borne by the party incurring the
                   same; provided, however, that the arbitral tribunal shall
                   have the discretion to declare either party as the
                   "prevailing party" with respect to one or more of the issues
                   that were the subject of the arbitration and to require the
                   other party to reimburse such "prevailing party" for some or
                   all of its costs and expenses incurred in connection with
                   such proceeding.

              (f)  The costs of the arbitral tribunal shall be divided evenly
                   between the parties, unless there is a "prevailing party, "
                   in which case the arbitral tribunal may allocate more or all
                   of such costs to the party thereto that is not the
                   "prevailing party."

              (g)  This Section 11.5 shall not prohibit or limit in any way any
                   party from seeking or obtaining preliminary or interim
                   injunctive or other equitable relief from a court for a
                   breach or alleged breach of any of the covenants and
                   agreements of another party contained in this Agreement.

        11.6. Relationship of the Parties. Each party is acting as an
              independent contractor and not as an agent, partner, or joint
              venturer with the other party for any purpose. Except as expressly
              provided in this Agreement, neither party shall have the right,
              power, or authority to act or to create any obligation, express or
              implied, on behalf of the other.

        11.7. Survival of Certain Provisions. Notwithstanding the termination
              or expiration of this Agreement, the following provisions shall
              survive, along with either party's obligations to pay any payments
              or fees accrued prior to termination or expiration: 4.3, Articles
              5, 6, 8, 9, 10 and 11.

        11.8. Headings. The titles and headings of the various sections and
              paragraphs in this Agreement are intended solely for convenience
              of reference and are not intended for any other purpose
              whatsoever, or to explain, modify or place any construction upon
              or on any of the provisions of this Agreement.

        11.9. All Amendments in Writing. No provisions in any other business
              forms, including the VOD Questionnaires, the ISP Agreements and
              the NSP Agreements, employed by either party will supersede the
              terms and conditions of this Agreement, and no supplement,
              modification, or amendment of this Agreement shall be binding,
              unless executed in writing by a duly authorized representative of
              each party to this Agreement.
<PAGE>

       11.10. Waiver. It is understood and agreed that no failure or delay by
              either party in exercising any right, power or privilege hereunder
              shall operate as a waiver thereof, nor shall any single or partial
              exercise thereof preclude any other or further exercise thereof or
              the exercise of any right, power or privilege hereunder.

       11.11. Entire Agreement. This Agreement, together with the Exhibits
              annexed hereto, constitutes the entire agreement of the parties
              hereto with respect to the subject matter hereof and supersedes
              all prior and contemporaneous agreements, arrangements and
              understandings, either oral or written, relating thereto. No
              representations or statements of any kind made by either party,
              which are not expressly stated herein, shall be binding on such
              party.

       11.12. Counterparts. This Agreement may be executed in counterparts,
              each of which shall be deemed an original and both of which
              together shall constitute one and the same instrument.

       11.13. Further Assurances. The parties agree to promptly execute and
              deliver to the requesting party, upon reasonable request, any
              documents necessary to effectuate the purposes of this Agreement.





                            [SIGNATURE PAGE FOLLOWS]







<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth above.

WORLDWIDE WIRELESS SYSTEMS INC.             FREELINQ COMMUNICATIONS CORPORATION


By: /s/David E. Padilla                     By: /s/ Maury DiDomenico 
    --------------------                        -----------------------        
Name: David E. Padilla                      Name: Dr. Maury DiDomenico
Title: President & CEO                      Title: President and CEO


<PAGE>

                                    Exhibit A
                                    ---------

              RESIDENTIAL INTERNET SERVICES, RESIDENTIAL BUILDINGS
                   AND WORLDWIDE RESIDENTIAL SUPPORT SERVICES

         Worldwide shall provide the following Residential Internet Services to
the Residential Buildings:

         Internet access provided to the FreeLinQ switch will include:

         (a)   full network management and support of the internet access
               provided to the FreeLinQ headend switch;

         (b)   an appropriate router and device to manage internet bandwidth so
               as to not reasonably interfere with the VOD services;

         (c)   the appropriate DNS Service;

         (d)   up to 10Mb web space per ip address;

         (e)   news services;

         (f)   one (1) free e-mail account per End-User;

         (g)   a Caching server to support VOD service initiated Internet Ad
               links; and

         (h)   optional additional e-mail accounts for each user at a fee
               specified by Worldwide.

Residential Buildings shall mean all residential buildings which FreeLinQ has
the right to provide VOD or internet services to from time to time pursuant to
the Trump Agreement or the Additional Agreements during the Initial Term and any
Renewal Term. FreeLinQ shall provide to Worldwide a list of the Residential
Buildings as of the date hereof and notify Worldwide in writing promptly of any
new Residential Buildings to be added to such list.

Worldwide shall provide the following Residential Support Services to the
Residential Buildings:

Support of the Residential Internet Services to the FreeLinQ switch with second
level support to FreeLinQ technical personnel for the support required beyond
the switch to each End- User in a Residential Building for either STB (Set Top
Box) or PC connections to the internet. 

Support shall be provided on a 12 hour 7 day basis.

<PAGE>

                                    Exhibit B
                                    ---------

             ON-NET COMMERCIAL INTERNET SERVICES, ON-NET COMMERCIAL
               BUILDINGS AND WORLDWIDE COMMERCIAL SUPPORT SERVICES

Worldwide shall provide the following On-Net Commercial Internet Services to the
On- Net Commercial Buildings:

Internet access to the FreeLinQ headends will include router, DNS Service and
fee based e-mail services as required by End-Users located in On-Net Commercial
Buildings.

On-Net Commercial Buildings shall mean those commercial buildings which FreeLinQ
has the right to provide On-Net Internet Services to from time to time during
the Initial Term and any Renewal Term. FreeLinQ shall provide to Worldwide a
list of the On-Net Commercial Buildings as of the date hereof and notify
Worldwide in writing promptly of any new On-Net Commercial Buildings to be added
to such list.

Worldwide shall provide the following Worldwide Commercial Support Services to
the On-Net Commercial Buildings and the Off-Net Commercial Buildings:

         (a)   Full network management and support of the internet access
               provided to the FreeLinQ headends;

         (b)   Second level support to FreeLinQ technical personnel for problems
               encountered on the FreeLinQ broadband network and/or the customer
               premise network and equipment; and

         (c)   Full support of all Internet Services provided by Worldwide
               including the DNS Services, e-mail services and other services as
               purchased by the End-Users located in the On-Net Commercial
               Buildings and the Off-Net Commercial Buildings.


<PAGE>

                                    Exhibit C
                                    ---------

                    OFF-NET COMMERCIAL INTERNET SERVICES AND
                          OFF-NET COMMERCIAL BUILDINGS


Worldwide shall provide the following Off-Net Commercial Internet Services to
the Off- Net Commercial Buildings:

         (a)   Dedicated internet access from the Worldwide internet routers
               directly to End-Users located in Off-Net Commercial Buildings;
               and

         (b)   DNS Service and fee based e-mail services as required by
               End-Users located in Off-Net Commercial Buildings.

Off-Net Commercial Buildings shall mean all commercial buildings and/or
End-Users to which FreeLinQ has access to provide Internet Services. FreeLinQ
shall provide to Worldwide a list of the Off-Net Commercial Buildings as of the
date hereof and notify Worldwide in writing promptly of any new Off-Net
Commercial Buildings to be added to such list.

<PAGE>



                                    Exhibit D
                                    ---------

                         WORLDWIDE INSTALLATION SERVICES

Worldwide shall provide the following installation services:

Installation of internet access to the Worldwide internet routers located in the
points of presence ("POPs") provided by FreeLinQ, including all wiring, hardware
and resources necessary to install a working internet access POP.


<PAGE>

                                    Exhibit E
                                    ---------

               WORLDWIDE INTERNET ACCESS SUBSCRIPTION INFORMATION

Name:
      ----------------------------------------------------------

Address:
        --------------------------------------------------------

        --------------------------------------------------------

        --------------------------------------------------------

        --------------------------------------------------------

Phone Number:
             ---------------------------------------------------

E-Mail Address:
               -------------------------------------------------
Billing Information:
         Credit Card:
                     -------------------------------------------

         Account Number:
                        ----------------------------------------

         Date of Expiration:
                            ------------------------------------
General Authorization

         The undersigned hereby grants authorization to FreeLinQ Communications
Corporation and its personnel to release to Worldwide Wireless Systems Inc.
("Worldwide") the information set forth above to be used in connection with the
provision of internet services by Worldwide.

Date:                                          By:
    -----------------------                       ----------------------------

                                               Name:
                                                    -------------------------- 

<PAGE>
                                    Exhibit F
                                    ---------

                               MARKETING SERVICES

         FreeLinQ shall develop a marketing program (the "Marketing Program")
for the VOD and Internet Services which shall include, but not be limited to,
taking the following actions:

         (a)  FreeLinQ shall include Worldwide promotional sales material in all
              FreeLinQ customer promotions and sales literature;

         (b)  In the event FreeLinQ enters into any advertising agreements to
              promote its services (either on a barter or full-pay basis),
              FreeLinQ shall use its best efforts to integrate Worldwide
              promotional materials and information relating to Worldwide's
              services therein;

         (c)  FreeLinQ shall run television promotions of Worldwide on the
              FreeLinQ dedicated promotional channel and run of station
              promotion as a standard operating procedure;

         (d)  FreeLinQ shall invite Worldwide to participate in any
              presentations or discussions with vendors, advertisers and
              alliance partners (whether as "packaged-buys" or as stand alone,
              as necessary);

         (e)  FreeLinQ shall use its best efforts to include Worldwide in
              interactive activities and to develop new projects and programs in
              order to promote the combined services provided by Worldwide and
              FreeLinQ; and

         (f)  In the cases where FreeLinQ telecommunications distribution is not
              sufficient for its expansion, FreeLinQ shall use its best efforts
              to expand its services through the Worldwide distribution system
              and all Marketing Materials previously designed to promote and
              sell both FreeLinQ and Worldwide services shall be applied
              accordingly.

Worldwide shall participate in the development of the Marketing Program.


<PAGE>
                                    Exhibit G
                                    ---------

                         FREELINQ INSTALLATION SERVICES

         FreeLinQ shall provide the following installation services to
Residential Buildings and On-Net Commercial Buildings:

         (a)  high speed connectivity to the buildings from the Headends;

         (b)  switching capability at the building end;

         (c)  DSL or other highspeed connectivity from the building switch to
              the user premises;

         (d)  physical connection of FreeLinQ system to the user PC or Network;
              and

         (e)  computer IP configurations and troubleshooting


<PAGE>



                                    Exhibit H
                                    ---------

                                PAYMENT SCHEDULE



                                                                                    
ON-NET Residential            Up to:  2501 to: 5001 To: 7501 to: 10001 *
Subscribers                   -------------------------------------------------------------------------------------
                              2500      5000      7500      10000     15000     20000     30000     40000     60000
                              -------------------------------------------------------------------------------------
(Month to Month Incremental revenues only; shown below)

* Monthly Rev. @$29.95        74,875    74,875    74,875    74,875    149,750   149,750   299,500   299,500   299,500
Rev. Split % FLQ/WWSI          30/70     35/65     40/60     45/55      50/50     50/50     50/50     50/50     50/50
---------------------------------------------------------------------------------------------------------------------
Monthly FreeLinQ Revenue      22,463    26,206    29,950    33,694     74,875    74,875   149,750   149,750   149,750
Monthly WWSI Revenue          52,413    46,869    44,925    41,181     74,875    74,875   149,750   149,750   149,750
---------------------------------------------------------------------------------------------------------------------


* Note: The first 10,000 Subscribers will remain at the Rev. Split indicated, 
  for the life of the program.

Assumptions:
Monthly Internet Charge  $29.95
Trump Towers to have free Internet service through 12/98
Subscribers to the VOD service without Internet service will have access to the
Internet for Advertising sites only.

WWSI Costs:         Bandwidth
                    Head End Internet Equipment
                    Support, Customer Care and Billing, Network Management, 
                    Emall, Caching & DNS servers etc.

FLQ Costs:          CPE Equipment (Customer Premise Equipment), i.e.. Set Top
                    Box, modems etc.. Installation Resources (All Install
                    Revenue goes to FreeLinQ)
<PAGE>
                                    Exhibit I
                                    ---------

                                     NOTICES

         If notice to Worldwide:

         Worldwide Wireless Systems Inc.
         Route 5
         Ascutney, Vt.
         Attn: David E. Padilla, President & CEO
         Phone: 802-674-2206
         Fax:
         E-mail: xjpadilla@worldnet.att.com

         With a copy to:

         Morrison & Foerster LLP
         1290 Avenue of the Americas
         New York, NY 10104
         Attn: Mark L. Mandel, Esq.
         Phone: (212) 468-8000
         Fax: (212) 468-7900
         E-mail: mmandel@mofo.com

         If notice to FreeLinQ:

         Dr. Maury DiDomenico
         721 Fifth Avenue, 29th Floor
         New York, NY 10022
         Phone: (212) 752-6549
         Fax: (212) 752-6546
         E-mail: mauryd@gti.net

         With a copy to:

         Martin Firestone, Esq.
         E & M Firestone Associates Incorporated
         2045 La Alley Lane
         DeLand, Florida 32720
         Phone: (904) 740-0031
         Fax: (904) 740-1503


<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth above.

WORLDWIDE WIRELESS SYSTEMS INC.             FREELINQ COMMUNICATIONS CORPORATION


By: /s/David E. Padilla                     By: /s/ Maury DiDomenico 
    --------------------                        -----------------------        
Name: David E. Padilla                      Name: Dr. Maury DiDomenico
Title: President & CEO                      Title: President and CEO



<PAGE>
         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth above.

WORLDWIDE WIRELESS SYSTEMS INC.             FREELINQ COMMUNICATIONS CORPORATION


By: /s/David E. Padilla                     By: /s/ Maury DiDomenico 
    --------------------                        -----------------------        
Name: David E. Padilla                      Name: Dr. Maury DiDomenico
Title: President & CEO                      Title: President and CEO

Source: OneCLE Business Contracts.