Sample Business Contracts

Secured Promissory Note - Worldwide Wireless Systems Inc. and Alan R. Ackerman

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                            SECURED PROMISSORY NOTE

$1,616,057                                                Ascutney, Vermont
                                                          ______________, 1997

corporation, having an office and place of business in Ascutney, Vermont
(hereinafter referred to as "Maker") promises to pay to the order of ALAN R.
ACKERMAN (hereinafter referred to as "Holder") the sum of One Million Six
Hundred Sixteen Thousand Fifty-seven and 00/100 Dollars ($1,616,057) plus
accrued but unpaid interest at the rate of seven and one half percent (7.5%)
per annum (the "Indebtedness"). Principal and interest shall be paid as

         (a)      Within ten (10) days of the initial public offering (IPO) of
                  shares of Maker, Maker shall pay an installment of principal
                  and interest in the amount of One Million Two Hundred
                  Thousand Dollars ($1,200,000), or such lesser amount as is
                  available to the Maker after paying all of its other
                  obligations as of the date of the IPO; and

         (b)      On the  first day of each and every month thereafter for
                  fifty-nine (59) consecutive months, Maker shall pay an equal
                  installment of principal and interest calculated by
                  amortizing the remaining principal balance on the basis of a
                  365-day year; and

         (c)      The entire remaining principal balance outstanding, with
                  accrued interest, shall be paid on the first day of the
                  sixtieth (60th) month.

         In the event the IPO does not occur within one (1) year after the
date hereof, the Indebtedness shall be due and payable in full, with interest
on the first anniversary of this Note.

         This Note is secured by a Security Agreement of even date by which
the Maker's wholly owned subsidiary, New England Wireless, Inc. (hereinafter
referred to as "Subsidiary") grants a security interest in favor of Holder to
secure the Indebtedness incurred by Maker, for the benefit of Maker and

         Maker agrees to pay all costs and expenses, including reasonable
attorneys' fees, for the collection of this Note upon default, and to pay
interest on all amounts not paid when due (pursuant to the terms hereof, by
acceleration or otherwise) at the rate of fifteen percent (15%) per annum
until paid in full. All payments shall be made to the holder c/o Adley
Sampson, Esq., Joel Isaacson & Co., Inc., 516 Fifth Avenue, New York, NY
10036, or at such other place as the holder hereof may from time to time
designate in writing.

         Maker's default in the payment of any sums due hereunder for fifteen
(15) days shall render the principal balance of this Note, together with
accrued interest, immediately due and payable at the option of the holder.

         Maker and all parties who at any time may be liable hereon in any
capacity, jointly and severally, hereby waive presentment, demand, notice of
dishonor and protest and all surety defenses in the nature thereof.


         No delay or omission on the part of the holder in exercising any
right hereunder shall operate as a waiver of such right or of any other right
of such holder, nor shall any delay, omission or waiver on any one occasion be
deemed a bar to or waiver of the same or any other right on any future

IN PRESENCE OF:                                 WORLDWIDE WIRELESS SYSTEMS, INC.

___________________________________             By:_____________________________