<SUBMISSION>
<ACCESSION-NUMBER>0000898430-00-003415
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>5
<PERIOD>20000930
<FILING-DATE>20001114
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>WIRELESS FACILITIES INC
<CIK>0001069258
<ASSIGNED-SIC>7380
<IRS-NUMBER>133818604
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>000-27231
<FILM-NUMBER>763064
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>9805 SCRANTON RD
<STREET2>SUITE 100
<CITY>SAN DIEGO
<STATE>CA
<ZIP>92121
<PHONE>6198242929
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>9805 SCRANTON ROAD
<STREET2>SUITE 100
<CITY>SAN DIEGO
<STATE>CA
<ZIP>92121
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM 10-Q
<TEXT>

<PAGE>

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

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                   FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
    EXCHANGE ACT OF 1934

                        Commission file number 0-27231

                           Wireless Facilities, Inc.
            (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                            <C>
                  Delaware                                       13-3818604
       (State or other jurisdiction of                        (I.R.S. Employer
       incorporation or organization)                        Identification No.)
</TABLE>

                              4810 Eastgate Mall
                              San Diego, CA 92121
                                (858) 228-2000
         (Address, including zip code, and telephone number, including
            area code, of Registrant's principal executive offices)

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

   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [_]

   As of October 31, 2000 there were 43,002,170 shares of the Registrant's
$0.001 par value Common Stock outstanding.

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>

                           WIRELESS FACILITIES, INC.

                                   FORM 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 30, 2000
                                     INDEX

<TABLE>
<CAPTION>
                                                                           Page
                                                                           No.
                                                                           ----
 <C>     <S>                                                               <C>
                          PART I. FINANCIAL INFORMATION

 Item 1. Financial Statements...........................................     3

         Consolidated Balance Sheets - December 31, 1999 and September
          30, 2000 (unaudited)..........................................     3

         Consolidated Statements of Operations for the Three and Nine
          Months Ended September 30, 1999 and 2000 (unaudited)..........     4

         Consolidated Statements of Cash Flows for the Nine Months Ended
          September 30, 1999 and 2000 (unaudited).......................     5

         Notes to Consolidated Financial Statements (unaudited).........     6

 Item 2. Management's Discussion and Analysis of Financial Condition and
          Results of Operations.........................................    11

 Item 3. Quantitative and Qualitative Disclosures About Market Risk.....    14

                            PART II. OTHER INFORMATION

 Item 1. Legal Proceedings..............................................    16

 Item 2. Changes in Securities and Use of Proceeds......................    17

 Item 6. Exhibits and Reports on Form 8-K...............................    17
</TABLE>

                                       2
<PAGE>

                         PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                           WIRELESS FACILITIES, INC.
                          CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                      December 31, September 30,
                                                          1999         2000
                                                      ------------ -------------
                                                                    (unaudited)
<S>                                                   <C>          <C>
                       Assets
Current assets:
  Cash and cash equivalents.........................    $ 34,322     $ 24,315
  Investments in marketable securities..............      37,965        3,190
  Billed accounts receivable, net...................      23,033       46,213
  Unbilled accounts receivable......................       9,600       53,463
  Contract management receivables...................      13,993       16,417
  Taxes receivable..................................         561        8,668
  Other current assets..............................       2,639        5,589
                                                        --------     --------
   Total current assets.............................     122,113      157,855
Property and equipment, net.........................       5,069       18,225
Goodwill, net.......................................       7,098       53,651
Other intangibles, net..............................         374       12,465
Investments.........................................         100        9,991
Other assets........................................         238        1,291
                                                        --------     --------
Total assets........................................    $134,992     $253,478
                                                        ========     ========
        Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable..................................    $  5,428     $  8,944
  Accrued expenses..................................       5,961       11,823
  Contract management payables......................       8,258        4,653
  Billings in excess of costs.......................       5,170        3,392
  Current portion of note payable...................         --         1,659
  Line of credit....................................         --        23,915
  Current portion of capital lease obligations......         137        3,070
  Income taxes payable..............................       5,641          --
  Deferred income tax liability.....................         --         1,134
                                                        --------     --------
   Total current liabilities........................      30,595       58,590
Notes payable, net of current portion...............         909          107
Capital lease obligations, net of current portion...       1,652        7,338
Other long-term liabilities.........................          59           59
                                                        --------     --------
Total liabilities...................................      33,215       66,094
                                                        --------     --------
Minority interest...................................         338            7
                                                        --------     --------
Stockholders' equity:
  Common stock, $0.001 par value, 195,000,000 shares
   authorized; 39,705,590 and 42,919,315 shares
   issued and outstanding at December 31, 1999 and
   September 30, 2000 (unaudited), respectively.....          40           43
  Additional paid-in capital........................      90,245      154,330
  Note receivable from stockholder..................         --          (641)
  Retained earnings.................................      11,171       33,921
  Accumulated other comprehensive loss..............         (17)        (276)
                                                        --------     --------
   Total stockholders' equity.......................     101,439      187,377
                                                        --------     --------
Total liabilities and stockholders' equity..........    $134,992     $253,478
                                                        ========     ========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                       3
<PAGE>

                           WIRELESS FACILITIES, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
                    (in thousands, except per share amounts)

<TABLE>
<CAPTION>
                          Three months  Three months   Nine months   Nine months
                              ended         ended         ended         ended
                          September 30, September 30, September 30, September 30,
                              1999          2000          1999          2000
                          ------------- ------------- ------------- -------------
<S>                       <C>           <C>           <C>           <C>
Revenues................     $23,833       $73,073       $56,938      $175,841
Cost of revenues........      13,102        40,800        34,126        99,186
                             -------       -------       -------      --------
  Gross profit..........      10,731        32,273        22,812        76,655
Selling, general and
 administrative
 expenses...............       4,645        15,425        10,208        34,748
Depreciation and
 amortization...........         516         2,829         1,591         5,834
                             -------       -------       -------      --------
  Operating income......       5,570        14,019        11,013        36,073
Net other
 (expense)income........        (261)          223          (888)        1,233
                             -------       -------       -------      --------
  Income before taxes
   and minority
   interest.............       5,309        14,242        10,125        37,306
Minority interest.......        (370)          125          (370)           (7)
                             -------       -------       -------      --------
  Income before taxes...       4,939        14,367         9,755        37,299
Provision for income
 taxes..................       2,141         5,324         4,321        14,549
                             -------       -------       -------      --------
  Net income............     $ 2,798       $ 9,043       $ 5,434      $ 22,750
                             =======       =======       =======      ========
Earnings per share data:
  Net income per common
   share:
    Basic...............     $  0.10       $  0.21       $  0.20      $   0.55
    Diluted.............     $  0.08       $  0.17       $  0.17      $   0.45
  Weighted-average
   common shares
   outstanding:
    Basic...............      27,248        42,363        27,167        41,396
    Diluted.............      33,478        51,921        32,464        50,293
</TABLE>


     See accompanying notes to unaudited consolidated financial statements.

                                       4
<PAGE>

                           WIRELESS FACILITIES, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                     Nine months   Nine months
                                                        ended         Ended
                                                    September 30, September 30,
                                                        1999          2000
                                                    ------------- -------------
<S>                                                 <C>           <C>
Net cash used in operating activities..............    $(8,184)     $(37,690)
                                                       -------      --------
Investing activities:
  Capital expenditures.............................     (2,422)       (3,008)
  Cash paid for acquisitions, net of cash
   acquired........................................     (1,742)      (28,200)
  Cash paid for investments........................        (63)       (8,929)
  Proceeds from sales of investments...............         56        34,775
                                                       -------      --------
    Net cash used in/(provided by) investing
     activities....................................     (4,191)       (5,362)
                                                       -------      --------
Financing activities:
  Proceeds from issuance of preferred stock........     15,000           --
  Proceeds from issuance of common stock...........        396         9,450
  Purchase of treasury stock.......................       (161)          --
  Net borrowings (repayment) under line of credit..      4,000        23,915
  Net borrowings (repayment) to/from officers......     (3,825)          617
  Repayment of capital lease obligations...........        --           (704)
  Repayment of acquisition notes payable...........     (1,499)         (250)
                                                       -------      --------
    Net cash provided by financing activities......     13,911        33,028
                                                       -------      --------
Effect of exchange rates on cash and cash
 equivalents.......................................         45            17
                                                       -------      --------
Net increase/(decrease) in cash and cash
 equivalents.......................................      1,581       (10,007)
Cash and cash equivalents at beginning of period...      2,866        34,322
                                                       -------      --------
Cash and cash equivalents at end of period.........    $ 4,447      $ 24,315
                                                       =======      ========
Noncash transactions:
  Issuance of stock for acquisition................        --       $ 36,855
  Property and equipment acquired under capital
   lease...........................................        --       $  9,323
  Reduction of note payable in lieu of
   consideration for exercise of warrants..........        --       $    500
  Issuance of stock under a cashless exercise of
   warrants........................................        --       $    231
  Note receivable issued for stock option
   exercise........................................        --       $     95
  Issuance of notes payable for acquisition........    $   827           --
  Receipt of note receivable for sale of
   investment......................................    $   199           --
Supplemental disclosure of cash flow information:
  Cash paid during the period for interest.........    $   696      $  1,028
  Cash paid during the period for income taxes.....    $ 7,244      $ 10,637
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                       5
<PAGE>

                           WIRELESS FACILITIES, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

(1) Organization and Summary of Significant Accounting Policies

 (a) Description of Business

   Wireless Facilities, Inc. (WFI) was formed in the state of New York on
December 19, 1994, began operations in March 1995 and was reincorporated in
Delaware in 1998. WFI provides a full suite of outsourcing services to
wireless carriers and equipment vendors, including the design, deployment and
management of client networks. WFI's customers include both early-stage and
mature providers of cellular, PCS and broadband data services and equipment.
WFI's engagements range from small contracts for the deployment of a single
cell, to large multi-year turnkey contracts. These services are billed either
on a time and materials basis or on a fixed price, time certain basis.

 (b) Basis of Presentation

   The information as of September 30, 2000, and for the three months and nine
months ended September 30, 1999 and 2000 is unaudited. In the opinion of
management, these consolidated financial statements include all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation
of the results of operations for the interim periods presented. Interim
operating results are not necessarily indicative of operating results expected
in subsequent periods or for the year as a whole. These consolidated financial
statements should be read in conjunction with the consolidated financial
statements and the related notes included in the Company's annual consolidated
financial statements for the fiscal year ended December 31, 1999, filed on
Form 10-K with the Securities and Exchange Commission.

   The consolidated financial statements include the accounts of WFI and its
wholly-owned and majority-owned subsidiaries. During 1998, WFI acquired a
wholly-owned subsidiary (Entel Technologies, Inc.), formed a subsidiary under
WFI's control in Mexico (WFI de Mexico), and formed a wholly-owned subsidiary
in Brazil (Wireless Facilities Latin America Ltda). In November 1999, WFI
formed a wholly-owned subsidiary WFI International, Ltd. based in London,
England, which began operations in April of this year. In March 2000, the
Company acquired the assets of a network operations center and business
segment located in Dallas, Texas. In conjunction with this purchase, the
Company formed WFI Network Management Services Corporation, a wholly-owned
subsidiary incorporated in the state of Delaware, to operate the center. In
May 2000, the Company acquired a 16.67% interest in the operations of Diverse
Networks, Inc. ("DNI"), which is accounted for using the equity method of
accounting. In August 2000, the Company acquired Questus, Ltd., ("Questus") a
privately held company incorporated in the United Kingdom in a stock purchase
acquisition. Questus is a provider of management consulting and network
development services in the European wireless services market. The acquisition
included Questus' wholly-owned subsidiaries, Questus Scandinavia, A.B.,
incorporated in Stockholm, Sweden, and Questus GmbH, incorporated in Vienna,
Austria. In September 2000, the Company formed a wholly-owned subsidiary WFI-
UK, Ltd., based in London, England, to act as a holding company.

   WFI and its subsidiaries are collectively referred to herein as the
"Company." All intercompany transactions have been eliminated in
consolidation. Investments accounted for using the cost method include
companies in which the Company owns less than 20% and for which the Company
has no significant influence. Investments accounted for using the equity
method include companies in which the Company owns more than 20% but less than
50%, or for which the Company is considered to have significant influence.

 (c) Use of Estimates

   The preparation of financial statements in conformity with generally
accepted accounting principles require management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and

                                       6
<PAGE>

                           WIRELESS FACILITIES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                                  (Unaudited)

disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

 (d) Reclassifications

   Certain prior period amounts have been reclassified to conform with the
current period presentation.

(2) Recent Events

   On January 11, 2000, the Company acquired The Walter Group, Inc. ("TWG"), a
Washington corporation and a privately-held provider of management consulting
and network development services to the wireless communications market.
Consideration consisted of $5.5 million in cash and stock valued at $4.1
million. The excess purchase price paid over the fair value of tangible and
identifiable intangible assets acquired was recorded as goodwill. Goodwill of
approximately $7.7 million was recognized in the transaction and is being
amortized over 10 years. Results from operations for the nine months ended
September 30, 2000 include amortization expense of approximately $578,000
related to the goodwill recorded from this acquisition. The Company accounted
for this acquisition using the purchase method of accounting. Thus, results of
operations from this acquired entity are included in the Company's
consolidated financial statements from the acquisition date.

   On January 21, 2000, the Company acquired 6% of the existing 8% minority
ownership interest in its majority-owned subsidiary, WFI de Mexico, from the
General Manager of that subsidiary. The acquisition was made under the terms
of a Restricted Stock Agreement, pursuant to which the Company issued shares
of common stock valued at $18.2 million in exchange for shares representing
the 6% interest in WFI de Mexico. The acquisition price was recorded first to
reduce the General Manager's minority interest, with the excess of
approximately $17.9 million recorded as goodwill, which is being amortized
over 20 years. The General Manager is the brother of both the Chairman and the
Chief Executive Officer of the Company. Results from operations for the nine
months ended September 30, 2000 include amortization expense of approximately
$672,000 related to this acquisition. The Company accounted for this
acquisition using the purchase method of accounting. Thus, results of
operations from this acquisition are included in the Company's consolidated
financial statements from the acquisition date.

   On March 13, 2000, the Company acquired the assets of a network operations
center and business segment from Ericsson Inc., for $6.35 million in cash. The
center is located in Dallas, Texas. The excess purchase price paid over the
fair value of the tangible and identifiable intangible assets acquired was
recorded as goodwill. Goodwill of $1.0 million was recognized in the
transaction and is being amortized over seven years. The Company accounted for
this acquisition using the purchase method of accounting. Thus, results of
operations from the acquired assets are included in the Company's consolidated
financial statements from the acquisition date. Results of operations for the
nine months ended September 30, 2000 include amortization expense of
approximately $ 70,000 related to goodwill recorded from this acquisition.

   On April 25, 2000, the Company acquired the assets of Comcor Advisory
Services ("Comcor"), a privately-held provider of site development services to
the wireless mobility and broadband wireless communications market. The
Company paid $5.4 million in cash as well as stock valued at $1.8 million to
Comcor shareholders for the acquisition, which the Company accounted for using
the purchase method of accounting. Thus, the results of operations from the
acquired assets are included in the Company's consolidated financial
statements from the acquisition date. The excess purchase price paid over the
fair value of the tangible and identifiable intangible assets acquired was
recorded as goodwill. Goodwill of $6.5 million was recognized in the
transaction, and is being amortized over ten years. Results from operations
for the nine months ended September 30, 2000 include amortization expense of
approximately $274,000 related to goodwill recorded from this acquisition.

                                       7
<PAGE>

                           WIRELESS FACILITIES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                                  (Unaudited)


   On May 24, 2000, the Company paid $4 million to acquire a 16.67% percent
interest in Diverse Networks, Inc. ("DNI"), a private company that provides
network management and data center services. In conjunction with the
acquisition, the Company paid $100 for a warrant for the rights to purchase up
to a 50% interest in DNI over five years. The warrant is exercisable after May
24, 2001, or upon the occurrence of a material event as defined in the warrant
agreement. The number of shares and exercise price for the warrant is
dependent upon revenues earned by contracts and agreements provided to DNI by
the Company. Exercise of the warrant may be effected by cash or by using a net
issue exercise feature. The warrant may be exercised in total or in part, and
is assignable and transferable prior to any first exercise. A representative
of the Company holds a position on DNI's Board of Directors and the Company
has entered into other contracts with DNI, and is therefore considered to have
significant influence. This investment has been accounted for under the equity
method of accounting.

   On June 26, 2000, the Company acquired the assets of Davis Bay, LLC., a
Washington State limited liability company, for approximately $3 million in
cash and stock. Of the total purchase price, approximately $2.4 million was
paid in stock issued to the selling shareholders, and is currently held in
escrow. Of the escrowed consideration, 6,164 shares are being held subject to
general indemnity provisions in the asset agreement and are to be released
approximately two years after the acquisition date. Absent any claims against
the escrow the remaining 43,149 shares are escrowed for specific indemnity
provisions and are to be released approximately one year after the acquisition
date, provided the specific provisions are fulfilled. Included in the asset
purchase agreement is an earn-out provision whereby the Company agrees to pay
Davis Bay's selling shareholders' additional consideration contingent on
certain quarterly earnings results from potential future contracts secured by
Davis Bay for the Company and executed within 18 months of the acquisition
date. Earn-out payments, if earned, are to be paid quarterly over the life of
the eligible contracts, are to be paid in stock, and are capped at $20
million. The acquisition was accounted for as a purchase. Thus, the results of
operations from the acquired assets are included in the Company's consolidated
financial statements from the acquisition date. The excess purchase price paid
over the fair value of the tangible and identifiable intangible assets
acquired was recorded as goodwill. Goodwill of $1.0 million was recognized in
the transaction, and will be amortized over 10 years from the acquisition
date. Results of operations for the nine months ended September 30, 2000
include amortization expense of approximately $27,000 related to goodwill
recorded from this acquisition.

   On July 21, 2000, the Company acquired convertible preferred stock of
CommVerge Solutions, Inc., a privately-held wireless network planning and
deployment company. The investment totaled $5 million and will be accounted
for using the cost method of accounting.

   On August 29, 2000, the Company acquired all of the outstanding capital
stock of Questus, Ltd., a private limited company incorporated in the United
Kingdom. Consideration consisted of approximately $10.5 million in cash, stock
valued at approximately $10.3 million, and promissory notes to one selling
shareholder totaling $1.5 million. Included in the purchase were Questus
wholly owned subsidiaries, Questus Scandinavia, A.B., incorporated in
Stockholm Sweden, and Questus GmbH, incorporated in Vienna, Austria. The
excess purchase price paid over the fair value of tangible and identifiable
assets acquired was recorded as goodwill. Goodwill of approximately $14.0
million was recognized in the transaction and is being amortized over 10
years. Results from operations for the nine months ended September 30, 2000
include amortization expense of approximately $119,000 related to goodwill for
this acquisition.

   On October 12, 2000, the Company acquired all of the outstanding capital
stock of Telia Contracting, AB of Gothenburg, Sweden, a subsidiary of Telia AB
in Sweden. Consideration consisted of approximately $7.8 million in cash.

                                       8
<PAGE>

                           WIRELESS FACILITIES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                                  (Unaudited)


   The following summary presents pro forma consolidated results of operations
as if the asset acquisitions described above (with the exception of Telia
Contracting, AB, which occurred after September 30, 2000) had occurred at the
beginning of the three and nine months ended September 30, 1999, and the three
and nine months ended September 30, 2000, and includes adjustments that are
directly attributable to the transaction or are expected to have a continuing
impact on the Company. Adjustments to revenues and cost of revenues are taken
from the available financial information by estimating the monthly operating
revenue or expense and pro-rating for the period of time such operations were
excluded from the Company's financial results for the periods presented.

   The pro forma results are for illustrative purposes only, and do not
purport to be indicative of the actual results which would have occurred had
the transactions been completed as of the beginning of the periods, nor are
they indicative of results of operations which may occur in the future (all
amounts except per share data are in thousands).

<TABLE>
<CAPTION>
                          Three months  Three months   Nine Months   Nine months
                              ended         ended         ended         ended
                          September 30, September 30, September 30, September 30,
                              1999          2000          1999          2000
                          ------------- ------------- ------------- -------------
<S>                       <C>           <C>           <C>           <C>
Pro forma revenue.......     $30,228       $73,566       $69,073      $180,879
Pro forma operating
 income.................     $ 4,222       $13,643       $ 8,211      $ 35,839
Pro forma net income....     $ 1,658       $ 9,039       $ 3,744      $ 22,414
Pro forma net income per
 common share:
  Basic.................     $  0.06       $  0.21       $  0.13      $   0.54
  Diluted...............     $  0.05       $  0.17       $  0.11      $   0.44
</TABLE>

(3) Net Income Per Common Share

   The Company calculates net income per share in accordance with SFAS No.
128, Earnings Per Share. Under SFAS No. 128, basic net income per common share
is calculated by dividing net income by the weighted-average number of common
shares outstanding during the reporting period. Diluted net income per common
share reflects the effects of potentially dilutive securities. Weighted
average shares used to compute net income per share are presented below (in
thousands):

<TABLE>
<CAPTION>
                          Three months  Three months   Nine months   Nine months
                              ended         ended         ended         ended
                          September 30, September 30, September 30, September 30,
                              1999          2000          1999          2000
                          ------------- ------------- ------------- -------------
<S>                       <C>           <C>           <C>           <C>
Weighted-average shares,
 basic..................     27,248        42,363        27,167        41,396
Dilutive effect of stock
 options................      5,286         8,621         4,480         7,921
Dilutive effect of
 warrants...............        944           937           817           976
                             ------        ------        ------        ------
Weighted-average shares,
 fully diluted..........     33,478        51,921        32,464        50,293
                             ======        ======        ======        ======
</TABLE>

   Options to purchase 191,167 and 550,222 shares of common stock for the
three months ended September 30, 1999 and 2000, respectively, were not
included in the calculation of diluted net income per share because the effect
of these instruments was anti-dilutive. Options to purchase 321,633 and
1,242,195 shares of common stock for the nine months ended September 30, 1999
and 2000, respectively, were not included in the calculation of diluted net
income per share because the effect of these instruments was anti-dilutive.

                                       9
<PAGE>

                           WIRELESS FACILITIES, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                                  (Unaudited)


(4) Segment Information

   Prior to January 1, 1999, the Company provided only design and deployment
services. In the last fiscal quarter of 1999, the Company added network
maintenance and business consulting services to its operations. Due to the
nature of these services, the amount of capital assets used in providing
services to customers is not significant. Revenue and operating income
provided by the Company's industry segments for the three and nine months
ended September 30, 1999 and 2000 are as follows (in thousands):

<TABLE>
<CAPTION>
                         Three months  Three months   Nine months   Nine Months
                             ended         ended         ended         Ended
                         September 30, September 30, September 30, September 30,
                             1999          2000          1999          2000
                         ------------- ------------- ------------- -------------
<S>                      <C>           <C>           <C>           <C>
Revenues:
  Design and
   deployment...........    $23,833       $57,980       $56,938      $142,285
  Network management....        --         12,770           --         28,346
  Business consulting...        --          2,323           --          5,210
                            -------       -------       -------      --------
    Total revenues......    $23,833       $73,073       $56,938      $175,841
                            =======       =======       =======      ========
Operating income:
  Design and
   deployment...........    $ 5,570       $11,156       $11,013      $ 26,419
  Network management....        --          2,279           --          7,765
  Business consulting...        --            584           --          1,888
                            -------       -------       -------      --------
    Total operating
     income.............    $ 5,570       $14,019       $11,013      $ 36,073
                            =======       =======       =======      ========
</TABLE>

   Revenues derived by geographic region are as follows (in thousands):

<TABLE>
<CAPTION>
                         Three months  Three months   Nine months   Nine months
                             ended         ended         ended         ended
                         September 30, September 30, September 30, September 30,
                             1999          2000          1999          2000
                         ------------- ------------- ------------- -------------
<S>                      <C>           <C>           <C>           <C>
Revenues:
  U.S. .................    $17,709       $51,067       $39,787      $128,345
  Central and South
   America..............      6,124        17,843        17,151        38,291
  Europe, Middle East
   and Africa...........        --          4,163           --          9,205
                            -------       -------       -------      --------
    Total Revenues......    $23,833       $73,073       $56,938      $175,841
                            =======       =======       =======      ========
</TABLE>

                                      10
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and
       Results of Operations ("MD&A")

   This report contains forward-looking statements. These statements relate to
future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may," "will,"
"should," "except," "plan," "anticipate," "believe," "estimate," "predict,"
"potential" or "continue," the negative of such terms or other comparable
terminology. These statements are only predictions. Actual events or results
may differ materially.

   Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Moreover, neither we, nor any other
person, assumes responsibility for the accuracy and completeness of the
forward-looking statements. We are under no obligation to update any of the
forward-looking statements after the filing of this Quarterly Report on Form
10-Q to conform such statements to actual results or to changes in our
expectations.

   The following discussion should be read in conjunction with our
consolidated financial statements and the related notes and other financial
information appearing elsewhere in this Form 10-Q. Readers are also urged to
carefully review and consider the various disclosures made by us which attempt
to advise interested parties of the factors which affect our business,
including without limitation the disclosures made under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," under the caption "Risk Factors," and the audited consolidated
financial statements and related notes included in the Company's Annual Report
filed on Form 10-K for the year ended December 31, 1999 and other reports and
filings made with the Securities and Exchange Commission.

Overview

   Wireless Facilities, Inc. offers network business consulting, network
planning, design and deployment, and network operations and maintenance
services for the wireless telecommunications industry. During the nine months
ended September 30, 1999 and September 30, 2000, we increased both the number
of our contracts, the scope of our services and our geographic presence. In
the final months of 1999, we entered into our first contracts for network
planning which contributed to increased revenues and net income during the
nine months ended September 30, 2000. For the nine months ended September 30,
2000, our consulting, design and deployment, and network management segments
contributed to 3%, 81% and 16% of our revenues, respectively. We expect to
generate increased revenue from our network management and consulting services
as we cross-sell to our existing customers and make our full range of services
available to new customers. During this period, we also formed a subsidiary in
the United Kingdom, Wireless Facilities International, Ltd. ("WFIL"). WFIL
began servicing existing contracts and entering into new contracts in Europe,
the Middle East and Africa ("EMEA") in April 2000. During the nine months
ended September 30, 2000, we performed work in 29 countries. These contracts
include services performed for many of the latest wireless technologies,
including UMTS, broadband wireless applications, and voice and video
applications. Revenues from our international operations contributed 27% of
our total revenues for the nine months ended September 30, 2000.

   Revenues from network planning, design and deployment contracts are
primarily fixed price contracts which are recognized using the percentage-of-
completion method. Under the percentage-of-completion method of accounting,
expenses on each project are recognized as incurred, and revenues are
recognized based on a comparison of the current costs incurred for the project
to date compared to the then estimated total costs of the project from start
to completion. Accordingly, revenue recognized in a given period depends on
the costs incurred on each individual project and the current estimate of the
total costs to complete a project, determined at that time. As a result, gross
margins for any single project may fluctuate from period to period. The full
amount of an estimated loss is charged to operations in the period it is
determined that a loss will be realized from the performance of a contract.
For business consulting, network planning, design and deployment contracts
offered on a time and expense basis, we recognize revenues as services are
performed. We typically charge a fixed monthly fee for ongoing radio frequency
optimization and network operations and maintenance services. With respect to
these services, we recognize revenue as services are performed.

                                      11
<PAGE>

   Cost of revenues includes direct compensation and benefits, living and
travel expenses, payments to third-party sub-contractors, allocation of
overhead, costs of expendable computer software and equipment, and other
direct project-related expenses.

   Selling, general and administrative expenses include compensation and
benefits, computer software and equipment, facilities expenses and other
expenses not related directly to projects. Our sales personnel have, as part
of their compensation package, incentives based on their productivity. During
the nine months ended September 30, 2000, we completed the first phase of
implementing a new financial management and accounting software program in our
domestic operations. Such software was implemented to better accommodate our
growth. We expect to incur expenses in subsequent periods related to licensing
the software package and related personnel costs associated with phasing in
its implementation in our domestic and international operations. We may incur
expenses related to a given project in advance of the commencement of the
project as we increase our personnel to work on the project. New hires
typically undergo training on our systems and project management process prior
to being deployed on a project.

Results of Operations:

 Three months ended September 30, 1999 and September 30, 2000

   Revenues. Revenues increased 207% from $23.8 million for the three months
ended September 30, 1999 to $73.1 million for the three months ended September
30, 2000. The $49.3 million increase was primarily attributable to the
addition of new contracts, including contracts in our consulting and network
management segments which were not included in the three months ended
September 30, 1999. Another significant factor for the increase is our
expansion into the international market. Revenues from international markets
comprised 26% of our total revenues during the three months ended September
30, 1999, compared to 30% of our total revenues during the same three month
period ended September 30, 2000.

   Cost of Revenues. Cost of revenues increased 211% from $13.1 million for
the three months ended September 30, 1999 to $40.8 million for three months
ended September 30, 2000, primarily due to increased staffing in support of
new contracts. Gross profit was 44% of revenues for the three months ended
September 30, 2000 compared to 45% of revenues for the three months ended
September 30, 1999.

   Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased 235% from $4.6 million for the three months
ended September 30, 1999 to $15.4 million for the three months ended September
30, 2000. As a percentage of revenues, selling, general and administrative
expenses increased from 19% for the three months ended September 30, 1999 to
21% for the three months ended September 30, 2000. The increase is due to
staffing increases in overhead departments to support our growth in
operations, the increased support required for a public company, costs of
staffing and running international offices, as well as time charged for new
employees during their orientation, training and assignment processes.

   Depreciation and Amortization Expense. Depreciation and amortization
expense increased 460% from $0.5 million for the three months ended September
30, 1999 to $2.8 million for the three months ended September 30, 2000.

   Net Other Income (Expense). For the three months ended September 30, 1999
net other expense was $0.3 million, as compared to net other income of $0.2
for the three months ended September 30, 2000. This $0.5 million income
increase was primarily attributable to interest revenue from the investment of
proceeds from our initial public offering which occurred in November 1999,
partially offset by foreign exchange losses for the period and increased
interest expense on increasing balances on our line of credit.

   Provision for Income Taxes. Our provisional income tax rate as a percentage
of income before taxes decreased from 43% for the three months ended September
30, 1999, to 37% for the three months ended September 30, 2000. The decrease
is primarily attributable to increases in our foreign sales.

                                      12
<PAGE>

 Nine Months Ended September 30, 1999 and September 30, 2000

   Revenues. Revenues increased 209% from $56.9 million for the nine months
ended September 30, 1999 to $175.8 million for the nine months ended September
30, 2000. The $118.9 million increase was primarily attributable to the
addition of new contracts from our acquisitions completed during the first
quarter of 2000, expanded scope on several large, existing contracts, and new
contracts in our consulting and network management segments, which were not
included in the nine months ended September 30, 1999. Significant new
contracts included contracts acquired through our acquisitions of The Walter
Group and the Dallas network operations center during the first three months
of the fiscal year 2000. Revenues also increased from two significant
deployment contracts in the Mexican market serviced in the nine months ended
September 30, 2000. Revenues from our international markets comprised 30% of
our total revenues during the nine months ended September 30, 1999, compared
to 27% of our total revenues during the same nine month period ended
September 30, 2000.

   Cost of Revenues. Cost of revenues increased 191% from $34.1 million for
the nine months ended September 30, 1999 to $99.2 million for the nine months
ended September 30, 2000, primarily due to increased staffing in support of
new contracts. Gross profit was 40% of revenues for the nine months ended
September 30, 1999 compared to 44% for the nine months ended September 30,
2000. The nine months ended September 30, 1999 included the impact of a
revision to expense forecasts for the completion of two fixed-price contracts.

   Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased 240% from $10.2 million for the nine months
ended September 30, 1999 to $34.7 million for the nine months ended September
30, 2000. As a percentage of revenues, selling, general and administrative
expenses increased from 18% for the nine months ended September 30, 1999 to
20% for the nine months ended September 30, 2000. The increase is due to
staffing increases in overhead departments to support our growth in
operations, the increased support required for a public company, as well as
time charged for new employees during their our orientation, training and
assignment processes.

   Depreciation and Amortization Expense. Depreciation and amortization
expense increased 267% from $1.6 million for the nine months ended September
30, 1999 to $5.8 million for the nine months ended September 30, 2000. The
increase is primarily due to goodwill and other identifiable intangibles
resulting from our recent acquisitions, which also contributed to our increase
in contracts, revenues and overall operations.

   Net Other Income (Expense). For the nine months ended September 30, 1999,
net other expense was $0.9 million compared to net other income of $1.2
million for the nine months ended September 30, 2000. This increase totaling
$2.1 million was primarily attributable to interest earned on our investments
in marketable securities from the proceeds of our November 1999 initial public
offering, partially offset by an increase in interest expense on increasing
balances on our line of credit.

   Provision for Income Taxes. Our provisional income tax rate as a percentage
of income before taxes decreased from 44% for the nine months ended September
30, 1999, to 39% for the nine months ended September 30, 2000. The decrease is
primarily attributable to increases in our foreign sales.

Liquidity and Capital Resources

   As of September 30, 2000, we had cash and cash equivalents totaling
approximately $24.3 million. Of this, approximately $13.6 million was invested
in short-term, investment grade securities with maturities at the date of
purchase of less than 90 days.

   Future capital requirements will depend upon many factors, including our
plans for future acquisitions, the timing of payments under contracts and
increases in personnel in advance of new contracts.

   Cash used in operations is primarily derived from our contracts in process
and changes in working capital. Cash used in operations was $8.2 million and
$37.7 million for the nine months ended September 30, 1999 and 2000,
respectively.

   Cash used in investing activities was $4.2 million and $5.4 million for the
nine months ended September 30, 1999 and 2000 respectively. Investing
activities for the nine months ended September 30, 1999 consisted

                                      13
<PAGE>

primarily of cash paid for the acquisitions of B. Communications International
and CRD. Investing activities for the nine months ended September 30, 2000
consisted primarily of proceeds totaling $34.8 million received from sales of
investments, partially offset by cash paid for acquisitions and investments
approximating $37.1 million. Acquisitions during the nine months ended
September 30, 2000 include the purchase of assets from The Walter Group,
Comcor, Davis Bay and Questus, as well as a network operations center, an
investment in CommVerge, and an equity interest in Diverse Networks, Inc.

   Cash provided by financing activities for the nine months ended September
30, 1999 was $13.9 million, which was primarily derived from the sale of
preferred stock, less repayment of credit borrowings from a financial
institution and officers. In February 1999, we issued and sold 2,727,273
shares of Series B preferred stock for $15.0 million. These shares were
converted to common stock at the conversion rate of 1-to-1 upon the closing of
our initial public offering in November of 1999, in accordance with the terms
of the preferred stock agreement. Cash provided by financing activities was
$33.0 million for the nine months ended September 30, 2000. Financing
activities for this period primarily consisted of $23.9 million borrowed under
our line of credit, and $9.4 million from sales of common stock issued through
our stock option and employee stock purchase plans. At September 30, 2000,
$23.9 million was outstanding under our line of credit. The credit facility is
due on August 17, 2002 and bears interest at either the bank prime rate minus
0.25% (9.5% at September 30, 2000) or at the London Interbank Offering Rate
(LIBOR) plus 2.25% (6.73% at September 30, 2000) at our discretion. The line
of credit is secured by substantially all of our assets. The agreement
contains restrictive covenants, which, among other things, require maintenance
of certain financial ratios.

   The Company has no material cash commitments other than obligations under
its credit facilities, operating and capital leases. Future capital
requirements will depend upon many factors, including the timing of payments
under contracts and increases in personnel in advance of new contracts.

   On November 10, 1999, we completed an initial public offering of our common
stock. In conjunction with the closing of that offering, we issued 4,600,000
shares of common stock for approximately $64.2 million in cash (net of
underwriting discounts). As of September 30, 2000, the proceeds were used as
follows: (i) $8.6 million was used to repay short-term debt and notes payable;
(ii) $32.3 million was used to acquire assets or equity interests in other
businesses; and (iii) $1.3 net of reinvested interest and asset management
fees was used in our operations. The remaining proceeds, approximating $22.0
million at September 30, 2000, are invested in short-term, investment grade
securities.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

   The Company is exposed to foreign currency risks due to both transactions
and translations between a functional and reporting currency in our Mexican,
Brazilian and United Kingdom subsidiaries. We currently do not hedge any of
these risks in our foreign subsidiaries because (1) cash flows from foreign
operations in Mexico are generally reinvested locally in Mexico, (2) foreign
operations in Brazil are minimal, (3) the British pound sterling is relatively
stable against the U.S. dollar, and (4) we do not believe that to do so is
justified by the current exposure and the cost at this time. The Company is
exposed to the impact of foreign currency fluctuations due to intercompany
transactions with its consolidated foreign subsidiaries. While these
intercompany balances are eliminated in consolidation, exchange rate changes
do affect consolidated earnings. At September 30, 2000, there was $10.0
million, $1.3 million and $2.4 million owed to our U.S. operations from our
Mexican, Brazilian and United Kingdom subsidiaries, respectively. These
intercompany receivables were denominated in U.S. dollars. The potential
foreign currency translation losses from a hypothetical 10% adverse change in
the exchange rates from these intercompany balances are approximately $1.0
million from Mexico, $0.1 million from Brazil and $0.2 million from the United
Kingdom. In addition, we estimate that a 10% change in foreign exchange rates
would impact reported operating profit for the three and nine months ended
September 30, 2000 by approximately $0.4 million and $1.0 million,
respectively. This was estimated using a 10% deterioration factor to the
average monthly exchange rates applied to net income or loss for each of the
subsidiaries in the respective period. Operations with and net income of
foreign subsidiaries were not significant at September 30, 1999.

                                      14
<PAGE>

   As of September 30, 2000, we had cash and cash equivalents of approximately
$24.3 million. Of this, $13.6 million was invested in short-term, interest-
bearing investment grade securities, with maturities at the date of purchase
of less than 90 days. We have the ability to hold these investments until
maturity, and therefore we do not expect the value of these investments to be
affected to any significant degree by a sudden change in market interest
rates. We do not use derivative financial instruments, derivative commodity
instruments or other market risk sensitive instruments, positions or
transactions in any material fashion. Accordingly, management believes that,
while the investment-grade securities the Company holds are subject to changes
in the financial standing of the issuer of such securities, it is not subject
to any material risks arising from changes in interest rates, foreign currency
exchange rates, commodity prices, equity prices or other market changes that
affect market risk sensitive instruments.

   As of September 30, 2000, we held a $30 million line of credit facility
with a financial institution. At September 30, 2000, $23.9 million was
outstanding under this line of credit. This line of credit was increased to
$50 million on October 31, 2000. The credit facility is due on August 17, 2002
and bears interest at either the bank prime rate minus 0.25% (9.5% at
September 30, 2000) or at the London Interbank Offering Rate (LIBOR) plus
2.25% (6.7% at September 30, 2000) at our discretion. The line of credit is
secured by substantially all of our assets. The agreement contains restrictive
covenants, which, among other things, require maintenance of certain financial
ratios. We do not utilize any derivative financial instruments to hedge the
interest rate fluctuation as our balances under the facility are borrowed over
the short term and we currently retain the ability to pay down amounts
borrowed through our operational funds.

                                      15
<PAGE>

                          PART II. OTHER INFORMATION

Item 1. Legal Proceedings

   As reported in the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2000 and June 30, 2000, subsequent to the Company's
initial public offering in November 1999, the Company received correspondence
from certain former employees (or their stockbrokers) who presented stock
certificates of a predecessor corporation of the Company delivered in 1996 as
part of an employee benefit plan.

   The Company has settled the demands of each of the six former employees who
had sold or who had attempted to sell unregistered certificates purportedly
representing 97,500 shares of the Company, against whom the Company had filed
a compliant for Declaratory Relief in the Superior Court of the State of
California for the County of San Diego on March 6, 2000, and the Company
dismissed the complaint on July 28. The Company has also settled a similar
demand for recognition by another former employee and has reached a tentative
settlement agreement with an additional former employee, based on similar
circumstances. In each of these settlements the Company has agreed to
recognize a certain number of the shares as having been properly issued in
1996 for services rendered prior to issuance.

   On July 25, 2000, the Company filed a Complaint for Declaratory Relief in
the Superior Court of the State of California for the County of San Diego,
against Dr. Rahim Tafazolli, a former employee/consultant who received an
unregistered certificate purportedly representing 45,000 shares of the
Company. The complaint seeks a declaration that the subject certificate is
invalid due to forfeiture provisions of the employee benefit plan and due to
Dr. Tafazolli's failure to perform the agreed services. On August 10, 2000,
Dr. Tafazolli filed a related complaint in the Court of Chancery of the State
of Delaware in and for New Castle County. The related complaint seeks money
damages and a declaration that Dr. Tafazolli is entitled to receive an
unrestricted WFI stock certificate for 45,000 shares. The Company intends to
vigorously pursue its action in California and to vigorously defend against
the related action in Delaware.

   The Company has settled or agreed to settle demands relating to a total of
127,500 shares. The Company has received no other additional formal demands
for recognition of shares represented by unregistered certificates other than
the demand by Dr. Tafazolli.

   The Company refers to its Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2000 and June 30, 2000 for further detail on the anticipated
impact arising from recognition of the share certificates. The Company does
not believe existing demands or future litigation associated with the
unregistered certificates will have a material effect on its financial
position or results of operations. However, there can be no guarantee that
existing or future litigation that might arise out of these circumstances can
be settled or disposed of in the manner anticipated. Other outcomes could have
a material adverse effect on the Company's financial position or results of
operations.

   Other than as described above, and as described in the Company's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2000 and June 30, 2000,
the Company is not subject to any legal proceedings other than ordinary
routine matters incidental to the business, none of which are expected to have
a material adverse effect on the Company's financial position or results of
operations. However, litigation is subject to inherent uncertainties, and an
adverse result in existing or other matters may arise from time to time which
may harm the Company's business.

                                      16
<PAGE>

Item 2. Changes in Securities and Use of Proceeds

   (c). Recent Sales of Unregistered Securities

   During the three months ended September 30, 2000, the Company issued
unregistered securities in the following transactions:

   1. On August 29, 2000, the Company issued an aggregate of 160,313 shares of
common stock, valued at $10.3 million, to shareholders of Questus Ltd.
("Questus"), as partial consideration for the acquisition of capital stock of
Questus.

   The issuance of the securities in the transaction described in the
paragraph above was deemed not to be subject to the registration requirements
of the Securities Act of 1933, as amended, by virtue of Regulation S
promulgated thereunder.

   The issuance of the securities was made in an offshore transaction, and in
connection with the offer and issuance no directed selling efforts were made
in the United States by the Company, a distributor, any of their respective
affiliates, or any person acting on behalf of any of the foregoing. Each of
the recipients certified that it was not a U.S. person, as such term is
defined in Rule 902 of the Securities Act, and that it was not acquiring the
securities for the account or benefit of any U.S. person, and made further
certifications regarding resale of the securities and hedging transactions.

   (d). Use of Proceeds from Sales of Registered Securities

   On November 10, 1999, the Company completed an initial public offering of
its Common Stock, $0.001 par value per share. The managing underwriters in the
offering were Credit Suisse First Boston, Hambrecht & Quist and Thomas Weisel
Partners LLC. The shares of Common Stock sold in the offering were registered
under the Securities Act of 1933, as amended, on a Registration Statement on
Form S-1 (Reg. No. 333-85515) (the "Registration Statement") that was declared
effective by the Commission on November 4, 1999. All 4,600,000 shares of
Common Stock registered under the Registration Statement, including shares
covered by an overallotment option, were sold at a price of $15.00 per share.
The offering resulted in gross proceeds of $69 million of which $4.8 million
was applied toward commissions to the underwriters. Expenses related to the
offering were approximately $2,250,000. After deducting the underwriters'
commissions, the Company received net proceeds of approximately $64.2 million.
As of September 30, 2000, the Company has used the net proceeds from the
offering as follows: (i) $8.6 million was used to repay short-term debt and
notes payable; (ii) $32.3 million was used to acquire assets or equity
interests in other businesses; and (iii) $1.3 net of reinvested interest and
asset management fees was used in our operations. The remaining proceeds,
approximating $22.0 million at September 30, 2000, are invested in short-term,
investment grade securities.

   The offering proceeds are available to be used for working capital and
general corporate purposes. None of the net proceeds of the offering were paid
directly or indirectly to any director or officer of the Company or their
associates, persons owning ten percent (10%) or more of any class of equity
securities of the Company, or an affiliate of the Company.

Item 6. Exhibits and Reports on Form 8-K:

   (a). Exhibits:

<TABLE>
 <C>             <S>
            10.1 Sublease Agreement by and between the Company and Franklin
                  Templeton Corporate Services, Inc. dated as of April 14,
                  2000.

            10.2 2000 Nonstatutory Stock Option Plan

            10.3 Form of Stock Option Agreement and Grant Notice for the 2000
                  Nonstatutory Stock Option Plan

            27   Financial Data Schedule
</TABLE>

   (b). Reports on Form 8-K:

       None.

                                      17
<PAGE>

                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                          WIRELESS FACILITIES, INC.

                                             /s/ Massih Tayebi
Date: November 13, 2000                   By: _________________________________
                                          Massih Tayebi
                                          Chairman

                                             /s/ Thomas A. Munro
                                          By: _________________________________
                                          Thomas A. Munro
                                          President

                                       18
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
 Exhibit
 Number  Description of Document
 ------- -----------------------
 <C>     <S>
 10.1    Sublease Agreement by and between the Company and Franklin Templeton
          Corporate Services, Inc. dated as of April 14, 2000.

 10.2    2000 Nonstatutory Stock Option Plan

 10.3    Form of Stock Option Agreement and Grant Notice for the 2000
          Nonstatutory Stock Option Plan

 27      Financial Data Schedule
</TABLE>

                                       19
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>SUBLEASE AGREEMENT
<TEXT>

<PAGE>

                                                                    EXHIBIT 10.1


                              SUBLEASE AGREEMENT

     This SUBLEASE AGREEMENT ("Sublease") is made and entered into as of the
14th day of April, 2000 by and between FRANKLIN TEMPLETON CORPORATE SERVICES,
INC., a Delaware corporation ("Sublandlord"), and WIRELESS FACILITIES, INC., a
Delaware corporation ("Subtenant"), with respect to the following facts and
circumstances:

                                   RECITALS

     A.   Spieker Properties, L.P., a California limited partnership
("Landlord") is the owner of approximately 29 acres and up to approximately
591,000 square feet (existing, under construction or planned) in 9 buildings
known as Bridge Pointe Corporate Centre within the Eastgate Technology Park in
San Diego, California (the "Project"). A depiction of the Project is attached
hereto as Exhibit "A" and incorporated herein by this reference. Phase A of the
Project consists of 4 existing buildings known as "Building 1" (also referred to
as the "Phase A-1 Premises") located at 4770 Eastgate Mall, "Building 2" (also
referred to as the "ADC Telecommunications Premises") located at 4790 Eastgate
Mall, "Building 3" (also referred to as the "Phase A-2 Premises") located at
4760 Eastgate Mall and "Building 4" (also referred to as the "Phase A-3
Premises") located at 4780 Eastgate Mall. Phase B of the Project consists of 2
buildings under construction known as "Building 5" (also referred to as the
"Phase B-2 Premises") located at 4810 Eastgate Mall and "Building 6" (also
referred to as the "Phase B-1 Premises") located at 4820 Eastgate Mall. Phase C
of the Project consists of 3 planned buildings known as "Buildings 7 through 9".

     B.   Landlord and Sublandlord entered into an Industrial Net Lease dated
September 2, 1998, assigned by that certain Assignment, Assumption and Consent
agreement dated January 1, 2000 (collectively, the "Phase B Lease") whereby
Landlord leased to Sublandlord the Phase B-1 Premises and the Phase B-2
Premises, upon the terms and conditions contained therein.  A true, correct and
complete copy of the Phase B Lease is attached hereto as Exhibit "B" and made a
part hereof.  All capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Phase B Lease.

     C.   Sublandlord and Subtenant are desirous of entering into a sublease of
the Phase B-2 Premises ("Sublease Premises") on the terms and conditions
hereafter set forth.

     NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto mutually covenant and agree as
follows:

          1.   Sublease.  Sublandlord hereby subleases and demises to Subtenant
               --------
and Subtenant hereby hires and subleases from Sublandlord the Sublease Premises
which contain 90,000 rentable square feet, upon and subject to the terms,
covenants and conditions hereinafter set forth.

          2.   Term.
               ----

          (a)  The term of this Sublease ("Sublease Term") shall be for one
hundred fourteen months (114) commencing on November 1, 2000 regardless of the
status of the Tenant
<PAGE>

Improvements as of that date ("Sublease Commencement Date") and shall terminate
on April 30, 2010 ("Sublease Expiration Date"). In the event Substantial
Completion (as defined below) of the Sublease Premises is completed prior to the
Sublease Commencement Date, Subtenant shall be permitted to occupy the Sublease
Premises without the payment of Rent until the Sublease Commencement Date. As
used herein, the term "Substantial Completion" shall mean (A) all of the
Sublease Premises' plumbing, heating, life safety, ventilation, air conditioning
and electrical systems are operational to the extent necessary to service the
Sublease Premises, (B) Landlord has substantially completed all work required to
be performed by Landlord in accordance with the Work Letter Agreement executed
among Landlord, Sublandlord and Subtenant of even date herewith and attached
hereto as Exhibit "D" ("Work Letter"), except minor "punch-list" items which
shall thereafter be promptly completed, (C) Subtenant has obtained a certificate
of occupancy for the Sublease Premises or its equivalent in accordance with the
Work Letter Agreement, and (D) Subtenant has been tendered access to the
Sublease Premises.

          (b)  Sublandlord shall deliver possession of the Sublease Premises to
Subtenant upon full execution of this Sublease and receipt of Landlord's consent
pursuant to Paragraph 14 hereof, with the roof and all plumbing, lighting,
heating, ventilating and air conditioning systems within the Sublease Premises
in good working order, at which time Subtenant shall have the right to commence
the Tenant Improvements pursuant to the Work Letter.

          (c)  Subtenant acknowledges that Subtenant has inspected and accepts
the Sublease Premises in its present condition, broom clean, "as is" and is
suitable for Subtenant's intended operations in the Sublease Premises, subject
to punch list items and latent defects not visually discoverable by Subtenant in
accordance with the Work Letter and Paragraph 2.B of the Master Lease. Subtenant
further acknowledges that except as set forth in the Work Letter or expressly
set forth in this Sublease, no representations as to the condition or repair of
the Sublease Premises and no promises to alter, remodel or improve the Sublease
Premises have been made by Landlord, Sublandlord or any agents of either party.

          (d)  After the Sublease Commencement Date, Subtenant shall promptly
execute and return to Sublandlord a "Start-Up Letter" in which Subtenant shall
agree, among other things, to acceptance of the Sublease Premises and to the
determination of the Sublease Commencement Date, in accordance with the terms of
this Sublease, but Subtenant's failure or refusal to do so shall not negate
Subtenant's acceptance of the Sublease Premises or affect determination of the
Sublease Commencement Date.

          3.   Subrental.
               ---------

          (a)  Base Rental.  Beginning with the Sublease Commencement Date and
               -----------
thereafter during the Sublease Term and ending on the Sublease Expiration Date,
Subtenant shall pay to Sublandlord monthly installments of base rent ("Base
Rental") as set forth below. The first monthly installment of Base Rental and
Operating Expenses shall be paid by Subtenant upon the execution of this
Sublease. Base Rental and additional rent shall hereinafter be collectively
referred to as "Rent."

                                       2
<PAGE>

                                                      Monthly Base Rental
          Period                                       (Per Square Foot)
          ------                                      -----------------

          November 1, 2000 - July 31, 2001                  $1.55

          August 1, 2001 - July 31, 2002                    $1.61

          August 1, 2002 - July 31, 2003                    $1.68

          August 1, 2003 - April 30, 2004                   $1.74

          May 1, 2004 - April 30, 2005                      $1.82

          May 1, 2005 - April 30, 2006                      $1.90

          May 1, 2006 - April 30, 2007                      $1.99

          May 1, 2007 - April 30, 2008                      $2.08

          May 1, 2008 - April 30, 2009                      $2.17

          May 1, 2009 - April 30, 2010                      $2.27

         (b)   Operating Expenses.  Beginning with the Sublease Commencement
               ------------------
Date and thereafter during the Sublease Term, Subtenant shall pay to Sublandlord
as additional rent under this Sublease, Subtenant's Proportionate Share of the
amounts that Sublandlord, as Tenant, has to pay Landlord, pursuant to Paragraph
7 of the Phase B Lease. "Subtenant's Proportionate Share" shall mean the
following: 100% of the Building in which the Phase B-2 Premises are located and
60% of Phase B of the Project.

          (c)  Payment of Rent.  Except as otherwise specifically provided in
               ---------------
this Sublease, Rent shall be payable in lawful money without notice or demand,
and without offset, counterclaim, or setoff in monthly installments, in advance,
on the first day of each and every month during the Sublease Term. All of said
Rent is to be paid to Sublandlord at its office at the address set forth in
Paragraph 12 herein, or at such other place or to such agent and at such place
as Sublandlord may designate by notice to Subtenant. Any additional rent payable
on account of items which are not payable monthly by Sublandlord to Landlord
under the Phase B Lease is to be paid directly to Sublandlord as and when such
items are payable by Sublandlord to Landlord under the Phase B Lease unless a
different time for payment is elsewhere stated herein. Sublandlord shall request
that copies of all notices sent by Landlord pursuant to the Phase B Lease also
be sent to Subtenant at the address set forth in Paragraph 12 below. In
addition, Sublandlord agrees to provide Subtenant with copies of any notices,
statements or invoices received by Sublandlord from Landlord pursuant to the
terms of the Phase B Lease.

          (d)  Security Deposit.  Concurrently with the execution of this
               ----------------
Sublease, Subtenant shall deposit with Sublandlord the sum of One Hundred
Thirty-Nine Thousand Five Hundred  and no/100 Dollars ($139,500.00) ("Deposit"),
which shall be held by Sublandlord as

                                       3
<PAGE>

security for the full and faithful performance by Subtenant of its covenants and
obligations under this Sublease. The Deposit is not an advance Rent deposit, an
advance payment of any other kind, or a measure of Sublandlord's damage in case
of Subtenant's default. If Subtenant defaults in the full and timely performance
of any or all of Subtenant's covenants and obligations set forth in this
Sublease, then Sublandlord may, from time to time, without waiving any other
remedy available to Sublandlord, use the Deposit, or any portion of it, to the
extent necessary to cure or remedy the default or to compensate Sublandlord for
all or a part of the damages sustained by Sublandlord resulting from Subtenant's
default. Subtenant shall immediately pay to Sublandlord within five (5) days
following demand, the amount so applied in order to restore the Deposit to its
original amount, and Subtenant's failure to immediately do so shall constitute a
default under this Sublease. If Subtenant is not in default with respect to the
covenants and obligations set forth in this Sublease at the expiration or
earlier termination of this Sublease, Sublandlord shall return the Deposit to
Subtenant after the expiration or earlier termination of this Sublease.
Sublandlord's obligations with respect to the Deposit are those of a debtor and
not a trustee. Sublandlord shall not be required to maintain the Deposit
separate and apart from Sublandlord's general and other funds and Sublandlord
may commingle the Deposit with any of Sublandlord's general or other funds.
Subtenant shall not at any time be entitled to interest on the Deposit.

          (e)  Late Charge.  In addition to any other remedies of Sublandlord
               -----------
hereunder, Subtenant shall, without notice or demand, add to the amount of any
payment required to be made by Subtenant hereunder, and which is not paid and
received by Sublandlord on or before the fifth (5th) business day of each
calendar month, an amount equal to five percent (5%) of the delinquency for each
month or portion thereof that the delinquency remains outstanding to compensate
Sublandlord  for the loss of the use of the amount not paid and the
administrative costs caused by the delinquency; the parties agreeing that
Sublandlord's  damage by virtue of such delinquencies would be extremely
difficult and impracticable to compute and the amount stated herein represents a
reasonable estimate thereof.  Any waiver by Sublandlord  of any late charges or
failure to claim the same shall not constitute a waiver of other late charges or
any other remedies available to  Sublandlord, such charge to accrue from the
date upon which such amount was due until paid.

          4.   Signage.  Subtenant shall have the right to install at
               -------
Subtenant's sole cost and expense up to two (2) business identification signs
identifying Subtenant on the upper exterior of the building and adjacent to the
building entrance doors of the building in which the Sublease Premises are
located, subject to Landlord's prior written approval, which approval shall not
be unreasonably withheld, delayed or conditioned. In addition, Subtenant shall
have the right to install one (1) business identification sign on the Project's
monument sign, subject to Landlord's prior written approval, which shall not be
unreasonably withheld, delayed or conditions. Except for the foregoing,
Subtenant shall have no right to install or keep Subtenant identification signs
in any other location outside the Sublease Premises. The size, design, color and
other physical aspects of all such permitted signs shall also be subject to
Landlord's prior written approval, which approval shall not be unreasonably
withheld, delayed or conditioned and shall also be subject to any covenants,
conditions or restrictions encumbering the Sublease Premises and any applicable
municipal or other governmental permits and approvals. The cost of all such
signs, including the installation, maintenance and removal thereof, shall be at

                                       4
<PAGE>

Subtenant's sole cost and expense.  If Subtenant fails to maintain its signs, or
if Subtenant fails to remove same upon the expiration or earlier termination of
this Sublease and repair any damage caused by such removal, Sublandlord may do
so at Subtenant's expense and Subtenant shall reimburse Sublandlord for all
actual costs incurred by Sublandlord to affect such removal.

          5.   Parking Density.  4.5 parking spaces per 1,000 square feet of the
               ---------------
rentable area of the Sublease Premises.

          6.   Bonus Rent.  Any Rent or other consideration realized by
               ----------
Subtenant under any sublease or assignment, in excess of the Rent payable
hereunder, after amortization of all transaction costs reasonably incurred in
connection therewith, including but not limited to reasonable brokerage
commission incurred by Subtenant, legal fees, costs of improvements, shall be
divided and paid, twenty-five percent (25%) to Subtenant, and seventy-five
percent (75%) to Sublandlord ("Bonus Rent"). In any subletting or assignment
undertaken by Subtenant, Subtenant shall diligently seek to obtain the maximum
rental amount available in the marketplace for comparable space available for
primary leasing.

          7.   Incorporation of Terms of Phase B Lease.  This Sublease is
               ---------------------------------------
subject and subordinate to the Phase B Lease. Subject to the modifications set
forth in this Sublease, the terms of the Phase B Lease are incorporated herein
by reference, and shall, as between Sublandlord and Subtenant (as if they were
Landlord and Tenant, respectively, under the Phase B Lease) constitute the terms
of this Sublease except to the extent that they are inapplicable to,
inconsistent with, or modified by, the terms of this Sublease. In the event of
any inconsistencies between the terms and provisions of the Phase B Lease and
the terms and provisions of this Sublease, the terms and provisions of this
Sublease shall govern. Subtenant acknowledges that it has reviewed the Phase B
Lease and is familiar with the terms and conditions thereof.

          (a)  For the purposes of incorporation herein, the terms of the Phase
B Lease are subject to the following additional modifications:

               (i)    In all provisions of the Phase B Lease (under the terms
          thereof and without regard to modifications thereof for purposes of
          incorporation into this Sublease) requiring the approval or consent of
          Landlord, Subtenant shall be required to obtain the approval or
          consent of Landlord and Sublandlord.

               (ii)   In all provisions of the Phase B Lease requiring Tenant to
          submit, exhibit to, supply or provide Landlord with evidence,
          certificates, or any other matter or thing, Subtenant shall be
          required to submit, exhibit to, supply or provide, as the case may be,
          the same to Landlord and Sublandlord.

               (iii)  Sublandlord shall have no obligation to restore or rebuild
          any portion of the Sublease Premises after any destruction or taking
          by eminent domain.

               (iv)   Nothwithstanding anything to the contrary in Paragraph 21
          of the Phase B Lease, Subtenant's customers shall have the right to
          occupy space in Subtenant's network operating center (which shall
          comprise less than twenty-five percent 25% of the

                                       5
<PAGE>

          Sublease Premises) from time to time and shall not be subject to the
          provisions of Paragraph 21 of the Phase B Lease.

               (v)  In Paragraph 38(G) of the Phase B Lease, the reference to
          the "Designated Building" shall be deemed to reference the building
          constituting the Sublease Premises. All such roof rights shall be
          exclusive to Subtenant. In addition, the term "Satellite Dish" is
          hereby revised to include more than one (1) satellite dish or
          antennae. Said amount of satellite dishes or antennae shall be subject
          to Landlord's reasonable approval.

          (b)  The following provisions of the Phase B Lease are specifically
excluded: all of the Basic Lease Information, Paragraph 1, Paragraph 2,
Paragraph 3, the requirement for two months prepaid rent in Paragraph 6.A.,
first paragraph of Paragraph 8.B. concerning self-insurance, Paragraph 15.D.,
Paragraph 19, Paragraph 21.B., last two sentences of Paragraph 25, Paragraph
26.D., Paragraph 32, Paragraph 38.A., Paragraph 38.B., Paragraph 38.C.,
Paragraph 38.D., Paragraph 38.E., Paragraph 38.I., Paragraph 38.J., Paragraph
38.K., Exhibit B, Exhibit C, Exhibit H, Exhibit I, Exhibit J.

          8.   Subtenant's Obligations. Subtenant covenants and agrees that all
               -----------------------
obligations of Sublandlord under the Phase B Lease shall be done or performed by
Subtenant with respect to the Sublease Premises, except as otherwise provided by
this Sublease, and Subtenant's obligations shall run to Sublandlord and Landlord
as Sublandlord may determine to be appropriate or be required by the respective
interests of Sublandlord and Landlord. Subtenant agrees to indemnify
Sublandlord, and hold it harmless, from and against any and all claims, damages,
losses, expenses and liabilities (including reasonable attorneys' fees) incurred
as a result of the non-performance, non-observance or non-payment of any of
Sublandlord's obligations under the Phase B Lease applicable to the Sublease
Premises which, as a result of this Sublease, became an obligation of Subtenant.
Subtenant shall not do, nor permit to be done, any act or thing which is, or
with notice or the passage of time would be, a default under this Sublease or
the Phase B Lease (to the extent applicable to the Sublease Premises).
Sublandlord agrees to indemnify Subtenant, and hold it harmless, from and
against any and all claims, damages, losses, expenses and liabilities (including
reasonable attorneys' fees) incurred as a result of the non-performance, non-
observance or non-payment of any of Sublandlord's obligations under the Phase B
Lease

          9.   Sublandlord's Obligations.  Sublandlord agrees that Subtenant
               -------------------------
shall be entitled to receive all services and repairs to be provided by Landlord
to Sublandlord under the Phase B Lease.  Subtenant shall look solely to Landlord
for all such services and shall not, under any circumstances, seek nor require
Sublandlord to perform any of such services, nor shall Subtenant make any claim
upon Sublandlord for any damages which may arise by reason of Landlord's default
under the Phase B Lease.  Any condition resulting from a default by Landlord
shall not constitute as between Sublandlord and Subtenant an eviction, actual or
constructive, of Subtenant and no such default shall excuse Subtenant from the
performance or observance of any of its obligations to be performed or observed
under this Sublease, or, except as otherwise provided in this Sublease, entitle
Subtenant to receive any reduction in or abatement of the Rent provided for in
this Sublease.  In furtherance of the foregoing, and subject to Paragraph 11
hereof, Subtenant does hereby waive any cause of action and any right to bring
any action

                                       6
<PAGE>

against Sublandlord by reason of any act or omission of Landlord under the Phase
B Lease. Sublandlord covenants and agrees with Subtenant that Sublandlord will
pay all fixed rent and additional rent payable by Sublandlord pursuant to the
Phase B Lease to the extent that failure to perform the same would adversely
affect Subtenant's use or occupancy of the Sublease Premises. In the event of a
breach by Landlord of any term of the Phase B Lease, then Sublandlord's sole
obligation in regard to its obligation under this Sublease shall be to
diligently pursue the correction or cure by Landlord of Landlord's breach. Such
efforts shall include, without limitation, upon Subtenant's request, (a)
immediately notifying Landlord of its non-performance under the Phase B Lease
and demanding that Landlord perform its obligations under the Phase B Lease
and/or (b) assigning Sublandlord's rights under the Phase B Lease to Subtenant
to the extent necessary to permit Subtenant to institute legal proceedings
against Landlord to obtain the performance of Landlord's obligations under the
Phase B Lease; provided, however, that if Subtenant commences a lawsuit or other
action, Subtenant shall pay all costs and expenses incurred in connection
therewith, and Subtenant shall indemnify Sublandlord against, and hold
Sublandlord harmless from, all costs and expenses incurred by Sublandlord in
connection therewith.

     10.  Default by Subtenant.  In the event Subtenant shall be in default of
          --------------------
any covenant of, or shall fail to honor any obligation under, this Sublease,
Sublandlord shall have available to it against Subtenant all of the remedies
available (a) to Landlord under the Phase B Lease in the event of a similar
default on the part of Sublandlord thereunder or (b) at law.

     11.  Quiet Enjoyment.  So long as Subtenant pays all of the Rent due
          ---------------
hereunder and performs all of Subtenant's other obligations hereunder,
Sublandlord shall do nothing to affect Subtenant's right to peaceably and
quietly have, hold and enjoy the Sublease Premises, and all of the rights,
entitlements, and options granted to Subtenant hereunder. In the event, however,
that Sublandlord defaults in the performance or observance of any of
Sublandlord's obligations under this Sublease or Subtenant receives a notice of
default on the part of Sublandlord from Landlord under the Phase B Lease, then
Subtenant shall give written notice to Sublandlord specifying in what manner
Sublandlord has defaulted.  If such default shall not be cured within a
reasonable time, but in no event later than thirty (30) days after Sublandlord's
receipt of such written notice from Subtenant (except that if such default
cannot be cured within said thirty (30) day period, this period shall be
extended for an additional reasonable time, provided that Sublandlord commences
to cure such default within such thirty (30) day period and proceeds diligently
thereafter to effect such cure as quickly as possible), then Subtenant shall be
entitled, at Subtenant's option, to cure such default and promptly collect from
Sublandlord Subtenant's reasonable expenses in so doing (including, without
limitation, reasonable attorneys' fees and court costs) unless such default by
Sublandlord is caused by a default of Subtenant hereunder (in which case
Sublandlord shall not be liable for Subtenant's costs to cure the default).
Subtenant shall not be required to wait the entire cure period provided for
herein if earlier action is required to prevent a termination by Landlord of the
Phase B Lease and Sublandlord has failed to take such earlier action.
Sublandlord shall not amend or modify the Phase B Lease in such a manner as to
materially adversely affect Subtenant's use of the Sublease Premises or increase
the obligations or decrease the rights of Subtenant hereunder, without the prior
written consent of Subtenant, which may be granted or withheld at Subtenant's
sole discretion. Anything contained in any provision of this Sublease to the
contrary notwithstanding, Subtenant agrees, with respect

                                       7
<PAGE>

to the Sublease Premises, to comply with and remedy any default in this Sublease
or the Phase B Lease which is Subtenant's obligation to cure, within the period
allowed to Sublandlord under the Phase B Lease, even if such time period is
shorter than the period otherwise allowed therein due to the fact that notice of
default from Sublandlord to Subtenant is given after the corresponding notice of
default from Landlord to Sublandlord. Sublandlord agrees to forward to
Subtenant, promptly upon receipt thereof by Sublandlord, a copy of each notice
of default received by Sublandlord in its capacity as Tenant under the Phase B
Lease. Subtenant agrees to forward to Sublandlord, promptly upon receipt
thereof, copies of any notices received by Subtenant from Landlord or from any
governmental authorities.

     12.  Notices.  All notices, demands and requests shall be in writing and
          -------
shall be sent either by hand delivery or by a nationally recognized overnight
courier service (e.g., Federal Express), in either case return receipt
requested, to the address of the appropriate party.  Notices, demands and
requests so sent shall be deemed given when the same are received.  Notices and
remittance of Rent to Sublandlord shall be sent to the attention of:

          Franklin Resources, Inc.
          777 Mariners Island Boulevard
          San Mateo, California  94404
          Attn:  Manager of Corporate Real Estate

Notices to Landlord shall be sent to the attention of:

          Spieker Properties, L.P.
          9255 Towne Centre Drive, Suite 100
          San Diego, California  92121
          Attn:  Tambra Martinez

Notices to Subtenant shall be sent to the attention of:

          Wireless Facilities, Inc.
          4810 Eastgate Mall
          San Diego, CA  92121
          Attn:Facilities Manager

Prior to Subtenant's occupancy of the Sublease Premises notices shall be sent
to:

          Wireless Facilities, Inc.
          9805 Scranton Road, Suite 100
          San Diego, CA  92121
          Attn: Facilities Manager

     13.  Condition of Premises.  Except as provided in the Work Letter,
          ---------------------
Subtenant acknowledges that it is subleasing the Sublease Premises "as-is" and
that Sublandlord is not making any representation or warranty concerning the
condition of the Sublease Premises and that Sublandlord is not obligated to
perform any work to prepare the Sublease Premises for

                                       8
<PAGE>

Subtenant's occupancy.  Subtenant acknowledges that it is not authorized to make
or do any alterations or improvements in or to the Sublease Premises except as
permitted by the provisions of this Sublease and the Phase B Lease and that it
must deliver the Sublease Premises to Sublandlord on the Sublease Expiration
Date in the condition required by the Phase B Lease.

     14.  Consent of Landlord.  Paragraph 21.A. of the Phase B Lease requires
          -------------------
Sublandlord to obtain the written consent of Landlord to this Sublease.
Sublandlord shall diligently pursue Landlord's consent to this Sublease promptly
following the execution and delivery of this Sublease by Sublandlord and
Subtenant.

     15.  Termination of the Phase B Lease.  If for any reason the term of the
          --------------------------------
Phase B Lease shall terminate prior to the Sublease Expiration Date, this
Sublease shall automatically be terminated and Sublandlord shall not be liable
to Subtenant by reason thereof unless said termination shall have been caused by
the default of Sublandlord under the Phase B Lease, and said Sublandlord default
was not as a result of a Subtenant default hereunder.  To the extent that the
Phase B Lease grants Sublandlord any discretionary right to terminate the Phase
B Lease, whether due to casualty, condemnation, or otherwise, Sublandlord shall
not exercise such right without the prior written consent of the Subtenant which
may be withheld by Subtenant in its sole and absolute discretion.  If Landlord
seeks to terminate the Phase B Lease because of a default or alleged default by
Sublandlord under the Phase B Lease (other than a default or alleged default
caused by the default by Subtenant under this Sublease), Sublandlord shall take
all action required to reinstate the Phase B Lease.  Further, if Rent is abated
under the Phase B Lease, Rent hereunder shall also be abated in the same
proportion.

     16.  Limitation of Estate.  Subtenant's estate shall in all respects be
          --------------------
limited to, and be construed in a fashion consistent with, the estate granted to
Sublandlord by Landlord.

     17.  Confidentiality. The covenants, obligations and conditions contained
          ---------------
in this Sublease and the Phase B Lease shall remain strictly confidential.
Subtenant agrees to keep such terms, covenants, obligations and conditions
strictly confidential and not to disclose such matters to any other landlord,
tenant, prospective tenant, or broker.  Notwithstanding the foregoing, Subtenant
shall be allowed to disclose the Sublease and all covenants, obligations and
conditions contained therein and the Phase B Lease, for business purposes only,
to its shareholders, lenders, attorneys and accountants, and in any filing made
by Subtenant with the Securities and Exchange Commission or other governmental
authorities in accordance with applicable law.

     18.  Indemnity.  Subtenant shall indemnify, defend, protect, and hold
          ---------
Sublandlord harmless from and against all actions, claims, demands, costs,
liabilities, losses, reasonable attorneys' fees, damages, penalties, and
expenses (collectively "Claims") which may be brought or made against
Sublandlord or which Sublandlord may pay or incur to the extent resulting from
(i) Subtenant's use or occupancy of the Sublease Premises, (ii) a breach of this
Sublease by Subtenant, (iii) any violation of law by Subtenant or its employees,
agents, contractors or invitees ("Agents") relating to the use or occupancy of
the Sublease Premises, or (iv)  the negligence or willful misconduct of
Subtenant or its Agents.  Sublandlord shall indemnify, defend, protect, and hold
Subtenant harmless from and against all actions, claims, demands, costs,
liabilities, losses, reasonable attorneys' fees, damages, penalties and expenses
which may be brought or made against Subtenant or which Subtenant may pay or
incur to the extent caused

                                       9
<PAGE>

by (i) the negligence or willful misconduct of Sublandlord or its Agents
occurring on or about the Project or Sublease Premises; (ii) the failure by
Sublandlord to comply with or perform its obligations under the Phase B Lease
and/or this Sublease, and (iii) a breach by Sublandlord of any of its
representations or warranties to Subtenant under this Sublease.

     19.  Permitted Use.  The Sublease Premises shall be used for general office
          -------------
space and any other legal permitted uses compatible with the City of San Diego's
MLI zone and the MCAS Miramar Comprehensive Land Use Plan and otherwise
compatible with comparable office projects. The Occupancy Density shall not
exceed 5 persons per 1,000 square feet.

     20.  Mutual Waiver of Subrogation.  The waiver of subrogation provision set
          ----------------------------
forth in Paragraph 9 of the Phase B Lease shall be deemed a three party
agreement binding among and inuring to the benefit of Sublandlord, Subtenant and
Landlord (by reason of its consent to hereto).

     21.  Representations.  Sublandlord represents to Subtenant that (A) the
          ---------------
Phase B Lease is in full force and effect, (B) the copy of the Phase B Lease
which is attached to this Sublease as Exhibit B is a true, correct and complete
copy of the Phase B Lease, (C) to Sublandlord's best knowledge, no default
exists on the part of Sublandlord, or has there occurred any event which, with
the giving of notice or passage of time or both, could constitute such a default
or event of default, and (D) to Sublandlord's best knowledge, there are no
pending or threatened actions, suits or proceedings before any court or
administrative agency against Sublandlord which could, in the aggregate,
adversely affect the Sublease Premises or of Sublandlord to perform its
obligations under the Sublease, and Sublandlord is not aware of any facts which
might result in any actions, suits or proceedings.

     22.  Entire Agreement.  It is understood and acknowledged that there are no
          ----------------
oral agreements between the parties hereto affecting this Sublease and this
Sublease supersedes and cancels any and all previous negotiations, arrangements,
brochures, agreements and understandings, if any, between the parties hereto or
displayed by Sublandlord to Subtenant with respect to the subject matter
thereof, and none thereof shall be used to interpret or construe this Sublease.
This Sublease, and the exhibits and schedules attached hereto, contain all of
the terms, covenants, conditions, warranties and agreements of the parties
relating in any manner to the rental, use and occupancy of the Sublease Premises
and shall be considered to be the only agreements between the parties hereto and
their representatives and agents.  None of the terms, covenants, conditions or
provisions of this Sublease can be modified, deleted or added to except in
writing signed by the parties hereto.  All negotiations and oral agreements
acceptable to both parties have been merged into and are included herein.  There
are no other representations or warranties between the parties, and all reliance
with respect to representations is based totally upon the representations and
agreements contained in this Sublease.

                                       10
<PAGE>

     IN WITNESS WHEREOF, the parties have entered into this Sublease as of the
date first written above.

                                       SUBLANDLORD:

                                       FRANKLIN TEMPLETON CORPORATE
                                       SERVICES, INC., a Delaware corporation

                                       By:  ____________________________________

                                       Its: ____________________________________

                                       SUBTENANT:

                                       WIRELESS FACILITIES, INC., a Delaware
                                       corporation

                                       By:  ____________________________________
                                       Its: ____________________________________

                                       By:  ____________________________________
                                       Its: ____________________________________

                                       11
<PAGE>

                                  EXHIBIT "A"

                           DEPICTION OF THE PROJECT
                           ------------------------


     Bridge Pointe Corporate Centre consists of approximately 29 acres and up to
approximately 591,000 square feet in up to 9 buildings.  Phase A consists of
four buildings indicated on the site plan below as 4760, 4770, 4780 and 4790
Eastgate Mall, totaling 215,800 square feet consisting of approximately 12.5 net
acres.  Phase B will consist of two buildings totaling approximately 150,000
square feet and consisting of approximately 8.5 acres.  Phase C will consist of
three buildings totaling up to approximately 225,000 square feet and consisting
of approximately 8 acres.

     The Sublease Premises consists of one building in Phase B of the Project
(labeled "Phase B-2 Premises") and is detailed in Exhibit C of this Sublease.
The Site Plan detailing the Premises and the Project follows this page and
consists of one (1) page.

                                      A-1
<PAGE>

                                  EXHIBIT "B"
                                  -----------

                             COPY OF PHASE B LEASE
                             ---------------------




                                      B-1
<PAGE>

                                  EXHIBIT "C"

                                 DEMISING PLAN
                                 -------------

                       [To be attached when completed.]



                                      C-1
<PAGE>

                                  EXHIBIT "D"


                             WORK LETTER AGREEMENT

          This Work Letter Agreement ("Work Letter") sets forth the terms and
conditions relating to construction of the initial tenant improvements described
in the Plans to be prepared and approved as provided below (the "Tenant
Improvements") in the Sublease Premises.  Capitalized terms used but not
otherwise defined herein shall have the meanings set forth in the Sublease (the
"Sublease") to which this Work Letter is attached and forms a part.

1.   Base Building Work.  The "Base Building Work" described on Schedule 1 to
     ------------------
     this Exhibit D, if any, has been performed by Landlord at Landlord's sole
     cost and expense.

2.   Plans and Specifications.
     ------------------------

               2.1  Subtenant shall retain the services of Jossy + Carrier
          Design Group(the "Space Planner") to prepare a detailed space plan
          (the "Space Plan") mutually satisfactory to Landlord, Sublandlord and
          Subtenant for the construction of the Tenant Improvements in the
          Sublease Premises. Subtenant shall submit the Space Plan and any
          proposed revisions thereto to Landlord and Sublandlord for their
          approval.

               2.2  Based on the approved Space Plan, Subtenant shall cause the
          Space Planner to prepare detailed plans, specifications and working
          drawings mutually satisfactory to Landlord, Sublandlord and Subtenant
          for the construction of the Tenant Improvements (the "Plans") no later
          than sixty (60) days after execution of the Sublease Agreement.
          Landlord, Sublandlord and Subtenant shall diligently pursue the
          preparation of the Plans and any proposed revisions thereto, including
          the estimated cost of the Tenant Improvements. All necessary revisions
          to the Space Plan and the Plans shall be made within two (2) business
          days after Landlord's and Sublandlord's response thereto, until
          Landlord and Sublandlord ultimately approve the Space Plan and Plans.

               2.3  Subtenant shall be responsible for ensuring that the Plans
          are compatible with the design, construction and equipment of the
          Building, comply with applicable Regulations and the Standards
          (defined below), and contain all such information as may be required
          to show locations, types and requirements for all heat loads, people
          loads, floor loads, power and plumbing, regular and special HVAC
          needs, telephone communications, telephone and electrical outlets,
          lighting, light fixtures and related power, and electrical and
          telephone switches, B.T.U. calculations, electrical requirements and
          special receptacle requirements. The Plans shall also include
          mechanical, electrical, plumbing, structural and engineering drawings
          mutually satisfactory to Landlord, Sublandlord and Subtenant which
          shall be prepared by ILA/Zammit (electrical), McParlane & Associates
          (mechanical and plumbing), and Burkett & Wong (structural).
          Notwithstanding the foregoing sentence, Subtenant may use other
          engineers as reasonably approved by Landlord. Notwithstanding
          Landlord's and Sublandlord's preparation, review and approval of the
          Space Plan and the Plans

                                      D-1
<PAGE>

          and any revisions thereto, Landlord and Sublandlord shall have no
          responsibility or liability whatsoever for any errors or omissions
          contained in the Space Plan or Plans or any revisions thereto, or to
          verify dimensions or conditions, or for the quality, design or
          compliance with applicable Regulations of any improvements described
          therein or constructed in accordance therewith. Subtenant hereby
          waives all claims against Landlord and Sublandlord relating to, or
          arising out of the design or construction of, the Tenant Improvements.

                2.4  Landlord and/or Sublandlord may approve or disapprove the
          Space Plan or Plans or any proposed revision thereto submitted to
          Landlord and Sublandlord in Landlord's and Sublandlord's reasonable
          discretion, provided that Landlord and Sublandlord shall not
          unreasonably withhold such approval. Landlord and Sublandlord shall
          approve or disapprove any Space Plan, Plans or proposed revisions
          thereto submitted to Landlord and Sublandlord for Landlord's and
          Sublandlord's approval within three (3) business days after Landlord's
          and Sublandlord's receipt thereof. If Landlord or Sublandlord has not
          approved or disapproved in writing any Space Plan, Plans, or proposed
          revisions thereto submitted to Landlord and Sublandlord within five
          (5) business days after Landlord's and Sublandlord's receipt thereof,
          Landlord and Sublandlord shall be deemed to have approved the same.

3.   Specifications for Standard Tenant Improvements.
     -----------------------------------------------

               3.1  Specifications and quantities of standard building
          components which will comprise and be used in the construction of the
          Tenant Improvements ("Standards") are set forth in Schedule 2 to this
          Exhibit D. As used herein, "Standards" or "Building Standards" shall
          mean the standards for a particular item selected from time to time by
          Landlord for the Building, including those set forth on Schedule 2 of
          this Exhibit D, or such other standards of equal or better quality as
          may be mutually agreed between Landlord and Subtenant in writing.

               3.2  No deviations from the Standards are permitted without
          Landlord's prior written approval, which will not be unreasonably
          withheld, conditioned or delayed.

4.   Tenant Improvement Cost.
     -----------------------

               4.1  The cost of the Tenant Improvements shall be paid for by
          Subtenant, including, without limitation, the cost of: Standards;
          space plans and studies; architectural and engineering fees; permits,
          approvals and other governmental fees; labor, material, equipment and
          supplies; construction fees and other amounts payable to contractors
          or subcontractors; remediation and preparation of the Premises for
          construction of the Tenant Improvements; taxes; filing and recording
          fees; premiums for insurance and bonds; attorneys' fees; financing
          costs; and all other costs expended or to be expended in the
          construction of the Tenant Improvements.

                                      D-2
<PAGE>

               4.2  Provided Subtenant is not in default under the Sublease,
          including this Work Letter, Landlord shall contribute a tenant
          improvement allowance not to exceed $2,250,000.00 ("Tenant Improvement
          Allowance") toward the cost of the initial Tenant Improvements and
          shall disburse the Tenant Improvement Allowance to Subtenant as
          follows: (a) Twenty Percent (20%) of the Tenant Improvement Allowance
          within ten (10) days of execution of the Sublease; (b) Seventy Percent
          (70%) of the Tenant Improvement Allowance at Substantial Completion of
          the entire Premises; and (c) the remaining balance of Ten Percent
          (10%) of the Tenant Improvement Allowance upon submission by Subtenant
          to Landlord copies of a certificate of completion executed by the
          Space Planner and Subtenant's contractor, and unconditional mechanics'
          lien releases (which mechanics' lien releases shall be executed by the
          subcontractors, labor suppliers and materialmen in addition to
          Subtenant's contractor), in each case in form and substance
          satisfactory to Landlord, and all appropriate bills and supporting
          documentation for the work ordered by Subtenant or its contractor or
          any subcontractor.

               4.3  In the event the estimated cost of the design and
          construction of the Tenant Improvements exceeds the Tenant Improvement
          Allowance, Subtenant shall pay such excess cost to Subtenant's
          contractor.

5.   Construction of Tenant Improvements.
     -----------------------------------

               5.1  Within ten (10) days after Subtenant's, Sublandlord's and
          Landlord's approval of the Plans including the estimate of the cost of
          the Tenant Improvements and Landlord's receipt of payment of any such
          estimated cost exceeding the amount of the Tenant Improvement
          Allowance, Subtenant shall cause the contractor to proceed to secure a
          building permit and commence construction of the Tenant Improvements
          provided that the Building has in Landlord's discretion reached the
          stage of construction where it is appropriate to commence construction
          of the Tenant Improvements in the Sublease Premises.

               5.2  Subtenant shall be responsible for obtaining all
          governmental approvals to the full extent necessary for the
          construction and installation of the Tenant Improvements and for
          Subtenant's occupancy of the Sublease Premises, in compliance with all
          applicable Regulations. Subtenant shall employ contractors, which
          shall be reasonably approved by Landlord in writing, to construct the
          Tenant Improvements in conformance with the approved Space Plan and
          Plans. The construction contracts between Subtenant and the approved
          contractor shall be subject to Landlord's prior reasonable approval
          and shall provide for progress payments. The contractor(s) shall be
          duly licensed and Landlord's approval of the contractor(s) shall be
          conditioned, among other things, upon the contractor's reputation for
          quality of work, timeliness of performance, integrity and Landlord's
          prior experience with such contractor.

                                      D-3
<PAGE>

               5.3  Sublandlord and Landlord shall not be liable for any direct
          or indirect damages suffered by Subtenant as a result of delays in
          construction beyond Landlord's and Sublandlord's reasonable control,
          including, but not limited to, delays due to strikes or unavailability
          of materials or labor, or delays caused by Subtenant (including delays
          by the Space Planner, the contractor or anyone else performing
          services on behalf of Landlord or Subtenant).

               5.4  All work to be performed on the Sublease Premises by
          Subtenant or Subtenant's contractor or agents shall be subject to the
          following conditions:

                    (a)  Such work shall proceed upon Landlord's written
          approval of Subtenant's contractor, and public liability and property
          damage insurance carried by Subtenant's contractor, and shall further
          be subject to the provisions of Paragraphs 12 and 27 of the Master
          Lease.

                    (b)  All work shall be done in conformity with a valid
          building permit when required, a copy of which shall be furnished to
          Sublandlord and Landlord before such work is commenced, and in any
          case, all such work shall be performed in a good and workmanlike and
          first-class manner, and in accordance with all applicable Regulations
          and the requirements and standards of any insurance underwriting
          board, inspection bureau or insurance carrier insuring the Sublease
          Premises pursuant to the Sublease. Notwithstanding any failure by
          Sublandlord or Landlord to object to any such work, neither
          Sublandlord nor Landlord shall have any responsibility for Subtenant's
          failure to comply with all applicable Regulations. Subtenant shall be
          responsible for ensuring that construction and installation of the
          Tenant Improvements will not affect the structural integrity of the
          Building.

                    (c)  Landlord or Landlord's agents shall have the right to
          inspect the construction of the Tenant Improvements by Subtenant
          during the progress thereof. If Landlord shall give notice of faulty
          construction or any other deviation from the approved Space Plan or
          Plans, Subtenant shall cause its contractor to make corrections
          promptly. However, neither the privilege herein granted to Landlord to
          make such inspections, nor the making of such inspections by Landlord,
          shall operate as a waiver of any right of Landlord to require good and
          workmanlike construction and improvements erected in accordance with
          the approved Space Plan or Plans.

                    (d)  Subtenant shall cause its contractor to complete the
          Tenant Improvements as soon as reasonably possible.

                    (e)  Subtenant's construction of the Tenant Improvements
          shall comply with the following: (i) the Tenant Improvements shall be
          constructed in strict accordance with the approved Space Plan or
          Plans; (ii) Subtenant's and its contractor shall submit

                                      D-4
<PAGE>

          schedules of all work relating to the Tenant Improvements to Landlord
          for Landlord's approval within two (2) business days following the
          selection of the contractor and the approval of the Plans. Landlord
          shall within three (3) business days after receipt thereof inform
          Subtenant of any changes which are necessary and Subtenant's
          contractor shall adhere to such corrected schedule; and (iii)
          Subtenant shall abide by all rules made by Landlord with respect to
          the use of freight, loading dock, and service elevators, storage of
          materials, coordination of work with the contractors of other tenants,
          and any other matter in connection with this Work Letter, including,
          without limitation, the construction of the Tenant Improvements.

                    (f)  Subtenant or Subtenant's contractor or agents shall
          arrange for necessary utility, hoisting and elevator service with
          Landlord's contractor and shall pay such reasonable charges for such
          services as may be charged by Subtenant's or Landlord's contractor.

                    (g)  Subtenant's entry to the Sublease Premises for any
          purpose, including, without limitation, inspection or performance of
          Subtenant construction by Subtenant's agents, prior to the date
          Subtenant's obligation to pay rent commences shall be subject to all
          the terms and conditions of the Sublease except the payment of Rent.
          Subtenant's entry shall mean entry by Subtenant, its officers,
          contractors, licensees, agents, servants, employees, guests, invitees,
          or visitors. Landlord and Sublandlord shall have the right to post the
          appropriate notices of non-responsibility and to require Subtenant to
          provide Landlord and Sublandlord with evidence that Subtenant has
          fulfilled its obligation to provide insurance pursuant to the
          Sublease.

                    (h)  Subtenant shall promptly reimburse Landlord upon demand
          for any reasonable expense actually incurred by the Landlord by reason
          of faulty work done by Subtenant or its contractors or by reason of
          any delays caused by such work, or by reason of inadequate clean-up.

                    (i)  Subtenant hereby indemnifies and holds Sublandlord and
          Landlord harmless with respect to any and all costs, losses, damages,
          injuries and liabilities relating in any way to any act or omission of
          Subtenant or Subtenant's contractor or agents, or anyone directly or
          indirectly employed by any of them, in connection with the Tenant
          Improvements and any breach of Subtenant's obligations under this Work
          Letter, or in connection with Subtenant's non-payment of any amount
          arising out of the Tenant Improvements. Such indemnity by Subtenant,
          as set forth above, shall also apply with respect to any and all
          costs, losses, damages, injuries, and liabilities related in any way
          to Sublandlord's and Landlord's performance or any ministerial acts
          reasonably necessary (i) to permit Subtenant to complete the Tenant

                                      D-5
<PAGE>

          Improvements, and (ii) to enable Subtenant to obtain any building
          permit or certificate of occupancy for the Sublease Premises.

                    (j)  Subtenant's contractor and the subcontractors utilized
          by Subtenant's contractor shall guarantee to Subtenant and for the
          benefit of Sublandlord and Landlord that the portion of the Tenant
          Improvements for which it is responsible shall be free from any
          defects in workmanship and materials for a period of not less than one
          (1) year from the date of completion thereof. Each of Subtenant's
          contractor and the subcontractors utilized by Subtenant's contractor
          shall be responsible for the replacement or repair, without additional
          charge, of all work done or furnished in accordance with its contract
          that shall become defective within one (1) year after the later to
          occur of (i) completion of the work performed by such contractor of
          subcontractors and (ii) the Sublease Commencement Date. The correction
          of such work shall include, without additional charge, all additional
          expenses and damages incurred in connection with such removal or
          replacement of all or any part of the Tenant Improvements, and/or the
          Building and/or common areas that may be damaged or disturbed thereby.
          All such warranties or guarantees as to materials or workmanship of or
          with respect to the Tenant Improvements shall be contained in the
          construction contract or subcontract and shall be written such that
          such guarantees or warranties shall inure to the benefit of
          Sublandlord, Landlord and Subtenant, as their respective interests may
          appear, and can be directly enforced by any of them. Subtenant
          covenants to give to Sublandlord and Landlord any assignment or other
          assurances which may be necessary to effect such rights of direct
          enforcement.

                    (k)  Commencing upon the execution of the Sublease,
          Subtenant shall hold weekly meetings at a reasonable time with the
          Space Planner and the contractor regarding the progress of the
          preparation of the Plans and the construction of the Tenant
          Improvements, which meetings shall be held at a location designated by
          Subtenant, and Landlord and/or its agents shall receive prior notice
          of, and shall have the right to attend, all such meetings, and upon
          Landlord's request, certain of Subtenant's contractors shall attend
          such meetings.

6.   Insurance Requirements.
     -----------------------

          6.1  All of Subtenant's contractors shall carry worker's compensation
     insurance covering all of their respective employees, and shall also carry
     public liability insurance, including property damage, all with limits, in
     form and with companies as are required to be carried by Subtenant as set
     forth in the Sublease.

          6.2  Subtenant shall carry "Builder's All Risk" insurance in an amount
     approved by Landlord covering the construction of the Tenant Improvements,
     and such other insurance as Landlord may require, it being understood and
     agreed that

                                      D-6
<PAGE>

     the Tenant Improvements shall be insured by Subtenant pursuant to the
     Sublease immediately upon completion thereof. Such insurance shall be in
     amounts and shall include such extended coverage endorsements as may be
     reasonably required by Landlord including, but not limited to, the
     requirement that all of Subtenant's contractors shall carry excess
     liability and Products and Completed Operation coverage insurance, each in
     amounts not less than $500,000 per incident, $1,000,000 in aggregate, and
     in form and with companies as are required to be carried by Subtenant as
     set forth in the Sublease.

          6.3  Certificates for all insurance carried pursuant to this Work
     Letter must comply with the requirements of the Sublease and shall be
     delivered to Sublandlord and Landlord before the commencement of
     construction of the Tenant Improvements and before the contractor's
     equipment is moved onto the site. In the event the Tenant Improvements are
     damaged by any cause during the course of the construction thereof,
     Subtenant shall immediately repair the same at Subtenant's sole cost and
     expense. Subtenant's contractors shall maintain all of the foregoing
     insurance coverage in force until the Tenant Improvements are fully
     completed and accepted by Landlord, except for any Product and Completed
     Operation Coverage insurance required by Landlord, which is to be
     maintained for ten (10) years following completion of the work and
     acceptance by Landlord and Subtenant. All policies carried under this
     Paragraph 6 shall insure Landlord, Sublandlord and Subtenant, as their
     interests may appear, as well as the contractors. All insurance maintained
     by Subtenant's contractors shall preclude subrogation claims by the insurer
     against anyone insured thereunder. Such insurance shall provide that it is
     primary insurance as respects the owner and that any other insurance
     maintained by owner is excess and noncontributing with the insurance
     required hereunder.

7.   Notice of Completion.  Within ten (10) days after completion of
     ---------------------
construction of the Tenant Improvements, Subtenant shall cause a Notice of
Completion to be recorded in the office of the Recorder of the county in which
the Building is located in accordance with Section 3093 of the Civil Code of the
State of California or any successor statute, and shall furnish a copy thereof
to Landlord upon such recordation. If Subtenant fails to do so, Landlord may
execute and file the same on behalf of Subtenant as Subtenant's agent for such
purpose, at Subtenant's sole cost and expense. At the conclusion of
construction, (i) Subtenant shall cause the Space Planner and the contractor (i)
to update the approved working drawings as necessary to reflect all changes made
to the approved working drawings during the course of construction, (ii) to
certify to the best of their knowledge that the "record-set" of as-built
drawings are true and correct, which certification shall survive the expiration
or termination of the Lease, and (c) to deliver to Landlord two (2) sets of
copies of such record set of drawings within ninety (90) days following issuance
of a certificate of occupancy for the Premises, and (iii) Subtenant shall
deliver to Sublandlord and Landlord a copy of all warranties, guarantees, and
operating manuals and information relating to the improvements, equipment, and
systems in the Sublease Premises.

8.   Work Letter Default.  A default under this Work Letter shall constitute a
     -------------------
default under the Sublease, and the parties shall be entitled to all rights and
remedies under the Sublease in the

                                      D-7
<PAGE>

event of a default hereunder by the other party (notwithstanding that the
Sublease Term thereof has not commenced).

     IN WITNESS WHEREOF, the parties have entered into this Work Letter which is
of even date with the Sublease of which this is a part.

                                       SUBLANDLORD:

                                       FRANKLIN TEMPLETON CORPORATE
                                       SERVICES, INC., a Delaware corporation

                                       By:  ____________________________________

                                       Its: ____________________________________

                                       SUBTENANT:

                                       WIRELESS FACILITIES, INC., a Delaware
                                       corporation

                                       By:  ____________________________________
                                       Its: ____________________________________

                                       By:  ____________________________________
                                       Its: ____________________________________

                                  LANDLORD:

                                  SPIEKER PROPERTIES, L.P., a California limited
                                  partnership

                                  By:  Spieker Properties, Inc., a Maryland
                                       corporation
                                  Its: General Partner


                                       By:______________________________________
                                            Richard L. Romney
                                            Senior Vice President

                                       By:______________________________________
                                       Its:_____________________________________

                                      D-8
<PAGE>

                                  SCHEDULE 1
                                 TO EXHIBIT D

                              BASE BUILDING WORK
                              ------------------

Completed according to the plans and specifications prepared by Smith Consulting
Architects, Inc. dated July 6, 1999.  Landlord and Subtenant hereby acknowledge
that Landlord has provided CAD drawings of said plans to Subtenant.

                                      D-9
<PAGE>

                                  SCHEDULE 2
                                 TO EXHIBIT D

                              BUILDING STANDARDS
                              ------------------

          The following constitutes the Building Standard tenant improvements
("Standards") in the quantities specified:

                               (to be provided)


                                     D-10
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>2000 NONSTATUTORY STOCK OPTION PLAN
<TEXT>

<PAGE>

                                                                    EXHIBIT 10.2

                           WIRELESS FACILITIES, INC.

                      2000 NONSTATUTORY STOCK OPTION PLAN

                            Adopted August 3, 2000
                       Termination Date:  August 2, 2010

1.   Purposes.

     (a) Eligible Option Recipients.  The persons eligible to receive Options
are the Employees and Consultants of the Company and its Affiliates.  Officers
and Directors are not eligible to receive Options under this Plan.

     (b) Available Options.  The purpose of the Plan is to provide a means by
which eligible recipients of Options may be given an opportunity to benefit from
increases in value of the Common Stock through the granting of Nonstatutory
Stock Options.

     (c) General Purpose.  The Company, by means of the Plan, seeks to retain
the services of the group of persons eligible to receive Options, to secure and
retain the services of new members of this group and to provide incentives for
such persons to exert maximum efforts for the success of the Company and its
Affiliates.

2.   Definitions.

     (a) "Affiliate" means any parent corporation or subsidiary corporation of
the Company, whether now or hereafter existing, as those terms are defined in
Sections 424(e) and (f), respectively, of the Code.

     (b) "Board" means the Board of Directors of the Company.

     (c) "Code" means the Internal Revenue Code of 1986, as amended.

     (d) "Committee" means a committee of one or more members of the Board
appointed by the Board in accordance with subsection 3(c).

     (e) "Common Stock" means the common stock of the Company.

     (f) "Company" means Wireless Facilities, Inc., a Delaware corporation.

     (g) "Consultant" means any person, including an advisor, engaged by the
Company or an Affiliate to render consulting or advisory services and who is
compensated for such services.  However, the term "Consultant" shall not include
either Directors who are not compensated by the Company for their services as
Directors or Directors who are merely paid a director's fee by the Company for
their services as Directors.

                                       1.
<PAGE>

     (h) "Continuous Service" means that the Optionholder's service with the
Company or an Affiliate, whether as an Employee, Director or Consultant, is not
interrupted or terminated.  The Optionholder's Continuous Service shall not be
deemed to have terminated merely because of a change in the capacity in which
the Optionholder renders service to the Company or an Affiliate as an Employee,
Consultant or Director or a change in the entity for which the Optionholder
renders such service, provided that there is no interruption or termination of
the Optionholder's Continuous Service.  For example, a change in status from an
Employee of the Company to a Consultant of an Affiliate or a Director will not
constitute an interruption of Continuous Service.  The Board or the chief
executive officer of the Company, in that party's sole discretion, may determine
whether Continuous Service shall be considered interrupted in the case of any
leave of absence approved by that party, including sick leave, military leave or
any other personal leave.

     (i) "Director" means a member of the Board of Directors of the Company.

     (j) "Disability" means the permanent and total disability of a person
within the meaning of Section 22(e)(3) of the Code.

     (k) "Employee" means any person employed by the Company or an Affiliate.
Mere service as a Director or payment of a director's fee by the Company or an
Affiliate shall not be sufficient to constitute "employment" by the Company or
an Affiliate.  The term "Employee" does not include Officers of the Company or
its Affiliates.

     (l) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     (m) "Fair Market Value" means, as of any date, the value of the Common
Stock determined as follows:

         (i)  If the Common Stock is listed on any established stock exchange or
traded on the Nasdaq National Market or the Nasdaq SmallCap Market, the Fair
Market Value of a share of Common Stock shall be the closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or market (or the exchange or market with the greatest volume of
trading in the Common Stock) on the last market trading day prior to the day of
determination, as reported in The Wall Street Journal or such other source as
the Board deems reliable.

         (ii) In the absence of such markets for the Common Stock, the Fair
Market Value shall be determined in good faith by the Board.

     (n) "Non-employee Director" means a Director who either (i) is not a
current Employee or Officer of the Company or its parent or a subsidiary, does
not receive compensation (directly or indirectly) from the Company or its parent
or a subsidiary for services rendered as a consultant or in any capacity other
than as a Director (except for an amount as to which disclosure would not be
required under Item 404(a) of Regulation S-K promulgated pursuant to the
Securities Act ("Regulation S-K")), does not possess an interest in any other
transaction as to which disclosure would be required under Item 404(a) of
Regulation S-K and is not engaged in a business relationship as to which
disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is
otherwise considered a "non-employee director" for purposes of Rule 16b-3.

                                       2.
<PAGE>

     (o) "Nonstatutory Stock Option" means an Option not intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

     (p) "Officer" means a person who possesses the authority of an "officer" as
that term is used in Rule 4460(i)(1)(A) of the Rules of the National Association
of Securities Dealers, Inc.  For purposes of the Plan, a person in the position
of "Vice President" or higher shall be classified as an "Officer" unless the
Board or Committee expressly finds that such person does not possess the
authority of an "officer" as that term is used in Rule 4460(i)(1)(A) of the
Rules of the National Association of Securities Dealers, Inc.

     (q) "Option" means a Nonstatutory Stock Option granted pursuant to the
Plan.

     (r) "Option Agreement" means a written agreement between the Company and an
Optionholder evidencing the terms and conditions of an individual Option grant.
Each Option Agreement shall be subject to the terms and conditions of the Plan.

     (s) "Optionholder" means a person to whom an Option is granted pursuant to
the Plan or, if applicable, such other person who holds an outstanding Option.

     (t) "Plan" means this Wireless Facilities, Inc. 2000 Nonstatutory Stock
Option Plan.

     (u) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act or any
successor to Rule 16b-3, as in effect from time to time.

     (v) "Securities Act" means the Securities Act of 1933, as amended.

3.   Administration.

     (a) Administration by Board.  The Board shall administer the Plan unless
and until the Board delegates administration to a Committee, as provided in
subsection 3(c).

     (b) Powers of Board.  The Board shall have the power, subject to, and
within the limitations of, the express provisions of the Plan:

         (i)  To determine from time to time which of the persons eligible
under the Plan shall be granted Options; when and how each Option shall be
granted; what type or combination of types of Option shall be granted; the
provisions of each Option granted (which need not be identical), including the
time or times when a person shall be permitted to receive Common Stock pursuant
to an Option; and the number of shares of Common Stock with respect to which an
Option shall be granted to each such person.

         (ii) To construe and interpret the Plan and Options granted under it,
and to establish, amend and revoke rules and regulations for its administration.
The Board, in the exercise of this power, may correct any defect, omission or
inconsistency in the Plan or in any Option Agreement, in a manner and to the
extent it shall deem necessary or expedient to make the Plan fully effective.

                                       3.
<PAGE>

          (iii)  To amend the Plan or an Option as provided in Section 11.

          (iv)   Generally, to exercise such powers and to perform such acts as
the Board deems necessary or expedient to promote the best interests of the
Company which are not in conflict with the provisions of the Plan.

     (c)  Delegation to Committee.

          (i)    General.  The Board may delegate administration of the Plan to
a Committee or Committees of one (1) or more members of the Board, and the term
"Committee" shall apply to any person or persons to whom such authority has been
delegated. If administration is delegated to a Committee, the Committee shall
have, in connection with the administration of the Plan, the powers theretofore
possessed by the Board, including the power to delegate to a subcommittee any of
the administrative powers the Committee is authorized to exercise (and
references in this Plan to the Board shall thereafter be to the Committee or
subcommittee), subject, however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by the Board. The
Board may abolish the Committee at any time and revest in the Board the
administration of the Plan.

          (ii)   Committee Composition when Common Stock is Publicly Traded.  At
such time as the Common Stock is publicly traded, in the discretion of the
Board, a Committee may consist solely of two or more Non-Employee Directors, in
accordance with Rule 16b-3.  Within the scope of such authority, the Board or
the Committee may delegate to a committee of one or more members of the Board
who are not Non-Employee Directors the authority to grant Options to eligible
persons who are not then subject to Section 16 of the Exchange Act.

     (d)  Effect of Board's Decision.  All determinations, interpretations and
constructions made by the Board in good faith shall not be subject to review by
any person and shall be final, binding and conclusive on all persons.

4.   Shares Subject to the Plan.

     (a)  Share Reserve.  Subject to the provisions of Section 10 relating to
adjustments upon changes in Common Stock, the Common Stock that may be issued
pursuant to Options shall not exceed in the aggregate three million (3,000,000)
shares of Common Stock.

     (b)  Reversion of Shares to the Share Reserve.  If any Option shall for any
reason expire or otherwise terminate, in whole or in part, without having been
exercised in full, the shares of Common Stock not acquired under such Option
shall revert to and again become available for issuance under the Plan.

     (c)  Source of Shares.  The shares of Common Stock subject to the Plan may
be unissued shares or reacquired shares, bought on the market or otherwise.

5.   Eligibility.

     (a)  Eligibility for Specific Options.  Nonstatutory Stock Options may only
be granted to Employees and Consultants.

                                       4.
<PAGE>

     (b)  Consultants.

          (i)  A Consultant shall not be eligible for the grant of an Option if,
at the time of grant, a Form S-8 Registration Statement under the Securities Act
("Form S-8") is not available to register either the offer or the sale of the
Company's securities to such Consultant because of the nature of the services
that the Consultant is providing to the Company, or because the Consultant is
not a natural person, or as otherwise provided by the rules governing the use of
Form S-8, unless the Company determines both (i) that such grant (A) shall be
registered in another manner under the Securities Act (e.g., on a Form S-3
Registration Statement) or (B) does not require registration under the
Securities Act in order to comply with the requirements of the Securities Act,
if applicable, and (ii) that such grant complies with the securities laws of all
other relevant jurisdictions.

          (ii) Form S-8 generally is available to consultants and advisors only
if (i) they are natural persons; (ii) they provide bona fide services to the
issuer, its parents, its majority-owned subsidiaries or majority-owned
subsidiaries of the issuer's parent; and (iii) the services are not in
connection with the offer or sale of securities in a capital-raising
transaction, and do not directly or indirectly promote or maintain a market for
the issuer's securities.

6.   Option Provisions.

     Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate.  The provisions of separate
Options need not be identical, but each Option shall include (through
incorporation of provisions hereof by reference in the Option or otherwise) the
substance of each of the following provisions:

     (a) Term.  The term of an Option shall be the term determined by the Board,
either at the time of Grant of the Option or as the Option may be amended
thereafter.

     (b) Exercise Price of a Nonstatutory Stock Option.  The exercise price of
each Nonstatutory Stock Option shall be not less than eighty-five percent (85%)
of the Fair Market Value of the Common Stock subject to the Option on the date
the Option is granted.  Notwithstanding the foregoing, a Nonstatutory Stock
Option may be granted with an exercise price lower than that set forth in the
preceding sentence if such Option is granted pursuant to an assumption or
substitution for another option in a manner satisfying the provisions of Section
424(a) of the Code.

     (c) Consideration.  The purchase price of Common Stock acquired pursuant to
an Option shall be paid, to the extent permitted by applicable statutes and
regulations, either (i) in cash at the time the Option is exercised or (ii) at
the discretion of the Board at the time of the grant of the Option (or
subsequently in the case of a Nonstatutory Stock Option) (1) by delivery to the
Company of other Common Stock, (2) according to a deferred payment or other
similar arrangement with the Optionholder or (3) in any other form of legal
consideration that may be acceptable to the Board.  Unless otherwise
specifically provided in the Option, the purchase price of Common Stock acquired
pursuant to an Option that is paid by delivery to the Company of other Common
Stock acquired, directly or indirectly from the Company, shall be paid only by
shares of the Common Stock of the Company that have been held for more than six
(6) months

                                       5.
<PAGE>

(or such longer or shorter period of time required to avoid a charge to earnings
for financial accounting purposes). At any time that the Company is incorporated
in Delaware, payment of the Common Stock's "par value," as defined in the
Delaware General Corporation Law, shall not be made by deferred payment.

     In the case of any deferred payment arrangement, interest shall be
compounded at least annually and shall be charged at the minimum rate of
interest necessary to avoid the treatment as interest, under any applicable
provisions of the Code, of any amounts other than amounts stated to be interest
under the deferred payment arrangement.

     (d) Transferability of a Nonstatutory Stock Option.  A Nonstatutory Stock
Option shall be transferable to the extent provided in the Option Agreement.  If
the Nonstatutory Stock Option does not provide for transferability, then the
Nonstatutory Stock Option shall not be transferable except by will or by the
laws of descent and distribution and shall be exercisable during the lifetime of
the Optionholder only by the Optionholder.  Notwithstanding the foregoing, the
Optionholder may, by delivering written notice to the Company, in a form
satisfactory to the Company, designate a third party who, in the event of the
death of the Optionholder, shall thereafter be entitled to exercise the Option.

     (e) Vesting Generally. The total number of shares of Common Stock subject
to an Option may, but need not, vest and therefore become exercisable in
periodic installments that may, but need not, be equal. The Option may be
subject to such other terms and conditions on the time or times when it may be
exercised (which may be based on performance or other criteria) as the Board may
deem appropriate. The vesting provisions of individual Options may vary. The
provisions of this subsection 6(e) are subject to any Option provisions
governing the minimum number of shares of Common Stock as to which an Option may
be exercised.

     (f) Termination of Continuous Service. In the event an Optionholder's
Continuous Service terminates (other than upon the Optionholder's death or
Disability), the Optionholder may exercise his or her Option (to the extent that
the Optionholder was entitled to exercise such Option as of the date of
termination) but only within such period of time ending on the earlier of (i)
the date three (3) months following the termination of the Optionholder's
Continuous Service (or such longer or shorter period specified in the Option
Agreement), or (ii) the expiration of the term of the Option as set forth in the
Option Agreement; provided, however, that the Board may in its sole discretion
extend the exercise period of any Option for up to thirty (30) days after the
date specified in the Option Agreement. If, after termination, the Optionholder
does not exercise his or her Option within the time specified in the Option
Agreement, the Option shall terminate.

     (g) Disability of Optionholder.  In the event that an Optionholder's
Continuous Service terminates as a result of the Optionholder's Disability, the
Optionholder may exercise his or her Option (to the extent that the Optionholder
was entitled to exercise such Option as of the date of termination), but only
within such period of time ending on the earlier of (i) the date twelve (12)
months following such termination (or such longer or shorter period specified in
the Option Agreement) or (ii) the expiration of the term of the Option as set
forth in the Option Agreement.  If, after termination, the Optionholder does not
exercise his or her Option within the time specified herein, the Option shall
terminate.

                                       6.
<PAGE>

     (h) Death of Optionholder.  In the event (i) an Optionholder's Continuous
Service terminates as a result of the Optionholder's death or (ii) the
Optionholder dies within the period (if any) specified in the Option Agreement
after the termination of the Optionholder's Continuous Service for a reason
other than death, then the Option may be exercised (to the extent the
Optionholder was entitled to exercise such Option as of the date of death) by
the Optionholder's estate, by a person who acquired the right to exercise the
Option by bequest or inheritance or by a person designated to exercise the
Option upon the Optionholder's death pursuant to subsection 6(d), but only
within the period ending on the earlier of (1) the date eighteen (18) months
following the date of death (or such longer or shorter period specified in the
Option Agreement) or (2) the expiration of the term of such Option as set forth
in the Option Agreement.  If, after death, the Option is not exercised within
the time specified herein, the Option shall terminate.

     (i) Extension of Termination Date.  An Optionholder's Option Agreement may
also provide that if the exercise of the Option following the termination of the
Optionholder's Continuous Service (other than upon the Optionholder's death or
Disability) would be prohibited at any time solely because the issuance of
shares of Common Stock would violate the registration requirements under the
Securities Act, then the Option shall terminate on the earlier of (i) the
expiration of the term of the Option set forth in subsection 6(a) or (ii) the
expiration of a period of three (3) months after the termination of the
Optionholder's Continuous Service during which the exercise of the Option would
not be in violation of such registration requirements.

     (j) Early Exercise.  The Option may, but need not, include a provision
whereby the Optionholder may elect at any time before the Optionholder's
Continuous Service terminates to exercise the Option as to any part or all of
the shares of Common Stock subject to the Option prior to the full vesting of
the Option.  Any unvested shares of Common Stock so purchased may be subject to
a repurchase option in favor of the Company or to any other restriction the
Board determines to be appropriate.

     (k) Re-Load Options.

         (i)  Without in any way limiting the authority of the Board to make or
not to make grants of Options hereunder, the Board shall have the authority (but
not an obligation) to include as part of any Option Agreement a provision
entitling the Optionholder to a further Option (a "Re-Load Option") in the event
the Optionholder exercises the Option evidenced by the Option Agreement, in
whole or in part, by surrendering other shares of Common Stock in accordance
with this Plan and the terms and conditions of the Option Agreement.  Unless
otherwise specifically provided in the Option, the Optionholder shall not
surrender shares of Common Stock acquired, directly or indirectly from the
Company, unless such shares have been held for more than six (6) months (or such
longer or shorter period of time required to avoid a charge to earnings for
financial accounting purposes).

         (ii) Any such Re-Load Option shall (1) provide for a number of shares
of Common Stock equal to the number of shares of Common Stock surrendered as
part or all of the exercise price of such Option; (2) have an expiration date
which is the same as the expiration date of the Option the exercise of which
gave rise to such Re-Load Option; and (3) have an

                                       7.
<PAGE>

exercise price which is equal to one hundred percent (100%) of the Fair Market
Value of the Common Stock subject to the Re-Load Option on the date of exercise
of the original Option. Notwithstanding the foregoing, a Re-Load Option shall be
subject to the same exercise price and term provisions heretofore described for
Options under the Plan.

     (iii)  Any such Re-Load Option shall be a Nonstatutory Stock Option. There
shall be no Re-Load Options on a Re-Load Option. Any such Re-Load Option shall
be subject to the availability of sufficient shares of Common Stock under
subsection 4(a) and shall be subject to such other terms and conditions as the
Board may determine which are not inconsistent with the express provisions of
the Plan regarding the terms of Options.

7.   Covenants of the Company.

     (a) Availability of Shares.  During the terms of the Options, the Company
shall keep available at all times the number of shares of Common Stock required
to satisfy such Options.

     (b) Securities Law Compliance.  The Company shall seek to obtain from each
regulatory commission or agency having jurisdiction over the Plan such authority
as may be required to grant Options and to issue and sell shares of Common Stock
upon exercise of the Options; provided, however, that this undertaking shall not
require the Company to register under the Securities Act the Plan, any Option or
any Common Stock issued or issuable pursuant to any such Option.  If, after
reasonable efforts, the Company is unable to obtain from any such regulatory
commission or agency the authority which counsel for the Company deems necessary
for the lawful issuance and sale of Common Stock under the Plan, the Company
shall be relieved from any liability for failure to issue and sell Common Stock
upon exercise of such Options unless and until such authority is obtained.

8.   Use of Proceeds from Stock.

     Proceeds from the sale of Common Stock pursuant to Options shall constitute
general funds of the Company.

9.   Miscellaneous.

     (a) Acceleration of Exercisability and Vesting.  The Board shall have the
power to accelerate the time at which an Option may first be exercised or the
time during which an Option or any part thereof will vest in accordance with the
Plan, notwithstanding the provisions in the Option stating the time at which it
may first be exercised or the time during which it will vest.

     (b) Stockholder Rights.  No Optionholder shall be deemed to be the holder
of, or to have any of the rights of a holder with respect to, any shares of
Common Stock subject to such Option unless and until such Optionholder has
satisfied all requirements for exercise of the Option pursuant to its terms.

     (c) No Employment or other Service Rights.  Nothing in the Plan or any
instrument executed or Option granted pursuant thereto shall confer upon any
Optionholder any right to continue to serve the Company or an Affiliate in the
capacity in effect at the time the Option was granted or shall affect the right
of the Company or an Affiliate to terminate (i) the employment

                                       8.
<PAGE>

of an Employee with or without notice and with or without cause, or (ii) the
service of a Consultant pursuant to the terms of such Consultant's agreement
with the Company or an Affiliate.

     (d) Investment Assurances.  The Company may require an Optionholder, as a
condition of exercising or acquiring Common Stock under any Option, (i) to give
written assurances satisfactory to the Company as to the Optionholder's
knowledge and experience in financial and business matters and/or to employ a
purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters and that he or
she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Option; and (ii) to give
written assurances satisfactory to the Company stating that the Optionholder is
acquiring Common Stock subject to the Option for the Optionholder's own account
and not with any present intention of selling or otherwise distributing the
Common Stock.  The foregoing requirements, and any assurances given pursuant to
such requirements, shall be inoperative if (1) the issuance of the shares of
Common Stock upon the exercise or acquisition of Common Stock under the Option
has been registered under a then currently effective registration statement
under the Securities Act or (2) as to any particular requirement, a
determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities laws.  The
Company may, upon advice of counsel to the Company, place legends on stock
certificates issued under the Plan as such counsel deems necessary or
appropriate in order to comply with applicable securities laws, including, but
not limited to, legends restricting the transfer of the Common Stock.

     (e) Withholding Obligations.  To the extent provided by the terms of an
Option Agreement, the Optionholder may satisfy any federal, state or local tax
withholding obligation relating to the exercise or acquisition of Common Stock
under an Option by any of the following means (in addition to the Company's
right to withhold from any compensation paid to the Optionholder by the Company)
or by a combination of such means:  (i) tendering a cash payment; (ii)
authorizing the Company to withhold shares of Common Stock from the shares of
Common Stock otherwise issuable to the Optionholder as a result of the exercise
or acquisition of Common Stock under the Option, provided, however, that no
shares of Common Stock are withheld with a value exceeding the minimum amount of
tax required to be withheld by law; or (iii) delivering to the Company owned and
unencumbered shares of Common Stock.

10.  Adjustments upon Changes in Stock.

     (a) Capitalization Adjustments.  If any change is made in the Common Stock
subject to the Plan, or subject to any Option, without the receipt of
consideration by the Company (through merger, consolidation, reorganization,
recapitalization, reincorporation, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or other transaction not involving the
receipt of consideration by the Company), the Plan will be appropriately
adjusted in the class(es) and maximum number of securities subject to the Plan
pursuant to subsection 4(a) and the maximum number of securities subject to
award to any person pursuant to subsection 5(c), and the outstanding Options
will be appropriately adjusted in the class(es) and number of securities and
price per share of Common Stock subject to such outstanding Options.  The Board
shall

                                       9.
<PAGE>

make such adjustments, and its determination shall be final, binding and
conclusive. (The conversion of any convertible securities of the Company shall
not be treated as a transaction "without receipt of consideration" by the
Company.)

     (b) Dissolution or Liquidation.  In the event of a dissolution or
liquidation of the Company, then all outstanding Options shall terminate
immediately prior to such event.

     (c) Asset Sale.  In the event of a sale of all or substantially all of the
assets of the Company, then all Options outstanding under the Plan shall
continue in full force and effect.

     (d) Merger or Consolidation In Which The Company Is Not The Surviving
Corporation.  In the event of a merger or consolidation in which the Company is
not the surviving corporation, then any surviving corporation or acquiring
corporation shall assume any Options outstanding under the Plan or shall
substitute similar options (including an award to acquire the same consideration
paid to the stockholders in the transaction described in this subsection 10(d))
for those outstanding under the Plan.  In the event any surviving corporation or
acquiring corporation refuses to assume such Options or to substitute similar
options for those outstanding under the Plan, then with respect to Options held
by Optionholders whose Continuous Service has not terminated, the vesting of
such Options (and, if applicable, the time during which such Options may be
exercised) shall be accelerated in full, and the Options shall terminate if not
exercised (if applicable) at or prior to such event.  With respect to any other
Options outstanding under the Plan, such Options shall terminate if not
exercised (if applicable) prior to such event.

     (e) Reverse Merger.  In the event of a reverse merger in which the Company
is the surviving corporation but the shares of Common Stock outstanding
immediately preceding the merger are converted by virtue of the merger into
other property, whether in the form of securities, cash or otherwise, then any
acquiring corporation (or a corporation which directly or indirectly controls
such an acquiring corporation) shall assume any Options outstanding under the
Plan or shall substitute similar options (including an award to acquire the same
consideration paid to the stockholders in the transaction described in this
subsection 10(e) for those outstanding under the Plan.  In the event any
acquiring corporation or corporation controlling such an acquiring corporation
refuses to assume such Options or to substitute similar options for those
outstanding under the Plan, then with respect to Options held by Optionholders
whose Continuous Service has not terminated, the vesting of such Options (and,
if applicable, the time during which such Options may be exercised) shall be
accelerated in full, and the Options shall terminate if not exercised (if
applicable) at or prior to such event.  With respect to any other Options
outstanding under the Plan, such Options shall terminate if not exercised (if
applicable) prior to such event.

11.  Amendment of the Plan and Options.

     (a) Amendment of Plan.  The Board at any time, and from time to time, may
amend the Plan.

     (b) Contemplated Amendments.  It is expressly contemplated that the Board
may amend the Plan in any respect the Board deems necessary or advisable to
provide eligible

                                      10.
<PAGE>

Employees with the maximum benefits provided or to be provided under the
provisions of the Code and the regulations promulgated thereunder and/or to
bring the Plan and/or Options granted under it into compliance therewith.

     (c) No Impairment of Rights.  Rights under any Option granted before
amendment of the Plan shall not be impaired by any amendment of the Plan unless
(i) the Company requests the consent of the Optionholder and (ii) the
Optionholder consents in writing.

     (d) Amendment of Options.  The Board at any time, and from time to time,
may amend the terms of any one or more Options; provided, however, that the
rights under any Option shall not be impaired by any such amendment unless (i)
the Company requests the consent of the Optionholder and (ii) the Optionholder
consents in writing.

12.  Termination or Suspension of the Plan.

     (a) Plan Term.  The Board may suspend or terminate the Plan at any time.
Unless sooner terminated, the Plan shall terminate on the day before the tenth
(10th) anniversary of the date the Plan is adopted by the Board.  No Options may
be granted under the Plan while the Plan is suspended or after it is terminated.

     (b) No Impairment of Rights.  Suspension or termination of the Plan shall
not impair rights and obligations under any Option granted while the Plan is in
effect except with the written consent of the Optionholder.

13.  Effective Date of Plan.

     The Plan shall become effective as determined by the Board.

14.  Choice of Law.

     The law of the State of California shall govern all questions concerning
the construction, validity and interpretation of this Plan, without regard to
such state's conflict of laws rules.

                                      11.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>STOCK OPTION AGREEMENT AND GRANT NOTICE
<TEXT>

<PAGE>

                                                                    EXHIBIT 10.3

                           Wireless Facilities, Inc.
                      2000 Nonstatutory Stock Option Plan

                             Stock Option Agreement
                          (Nonstatutory Stock Option)

     Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Stock
Option Agreement, Wireless Facilities, Inc. (the "Company") has granted you an
option under its 2000 Nonstatutory Stock Option Plan (the "Plan") to purchase
the number of shares of the Company's Common Stock indicated in your Grant
Notice at the exercise price indicated in your Grant Notice. Defined terms not
explicitly defined in this Stock Option Agreement but defined in the Plan shall
have the same definitions as in the Plan.

     The details of your option are as follows:

     1.   Vesting.  Subject to the limitations contained herein, your option
will vest as provided in your Grant Notice, provided that vesting will cease
upon the termination of your Continuous Service.

     2.   Number of Shares and Exercise Price.  The number of shares of Common
Stock subject to your option and your exercise price per share referenced in
your Grant Notice may be adjusted from time to time for Capitalization
Adjustments, as provided in the Plan.

     3.   Exercise prior to Vesting ("Early Exercise").  If permitted in your
Grant Notice (i.e., the "Exercise Schedule" indicates that "Early Exercise" of
your option is permitted) and subject to the provisions of your option, you may
elect at any time that is both (i) during the period of your Continuous Service
and (ii) during the term of your option, to exercise all or part of your option,
including the nonvested portion of your option; provided, however, that:

          (a) a partial exercise of your option shall be deemed to cover first
vested shares of Common Stock and then the earliest vesting installment of
unvested shares of Common Stock;

          (b) any shares of Common Stock so purchased from installments that
have not vested as of the date of exercise shall be subject to the purchase
option in favor of the Company as described in the Company's form of Early
Exercise Stock Purchase Agreement; and

          (c) you shall enter into the Company's form of Early Exercise Stock
Purchase Agreement with a vesting schedule that will result in the same vesting
as if no early exercise had occurred.

     4.   Method of Payment.  Payment of the exercise price is due in full upon
exercise of all or any part of your option.  You may elect to make payment of
the exercise price in cash or by check or in any other manner permitted by your
                                                              -----------------
Grant Notice, which may include one or more of the following:
------------

                                       1.
<PAGE>

          (a)  In the Company's sole discretion at the time your option is
exercised and provided that at the time of exercise the Common Stock is publicly
traded and quoted regularly in The Wall Street Journal, pursuant to a program
developed under Regulation T as promulgated by the Federal Reserve Board that,
prior to the issuance of Common Stock, results in either the receipt of cash (or
check) by the Company or the receipt of irrevocable instructions to pay the
aggregate exercise price to the Company from the sales proceeds.

          (b)  Provided that at the time of exercise the Common Stock is
publicly traded and quoted regularly in The Wall Street Journal, by delivery of
already-owned shares of Common Stock either that you have held for the period
required to avoid a charge to the Company's reported earnings (generally six
months) or that you did not acquire, directly or indirectly from the Company,
that are owned free and clear of any liens, claims, encumbrances or security
interests, and that are valued at Fair Market Value on the date of exercise.
"Delivery" for these purposes, in the sole discretion of the Company at the time
you exercise your option, shall include delivery to the Company of your
attestation of ownership of such shares of Common Stock in a form approved by
the Company. Notwithstanding the foregoing, you may not exercise your option by
tender to the Company of Common Stock to the extent such tender would violate
the provisions of any law, regulation or agreement restricting the redemption of
the Company's stock.

          (c)  Pursuant to the following deferred payment alternative:

               (i)   Not less than one hundred percent (100%) of the aggregate
exercise price, plus accrued interest, shall be due four (4) years from date of
exercise or, at the Company's election, upon termination of your Continuous
Service.

               (ii)  Interest shall be compounded at least annually and shall be
charged at the minimum rate of interest necessary to avoid the treatment as
interest, under any applicable provisions of the Code, of any portion of any
amounts other than amounts stated to be interest under the deferred payment
arrangement.

               (iii) At any time that the Company is incorporated in Delaware,
payment of the Common Stock's "par value," as defined in the Delaware General
Corporation Law, shall be made in cash and not by deferred payment.

               (iv)  In order to elect the deferred payment alternative, you
must, as a part of your written notice of exercise, give notice of the election
of this payment alternative and, in order to secure the payment of the deferred
exercise price to the Company hereunder, if the Company so requests, you must
tender to the Company a promissory note and a security agreement covering the
purchased shares of Common Stock, both in form and substance satisfactory to the
Company, or such other or additional documentation as the Company may request.

     5.   Whole Shares. You may exercise your option only for whole shares of
Common Stock.

     6.   Securities Law Compliance.  Notwithstanding anything to the contrary
contained herein, you may not exercise your option unless the shares of Common
Stock issuable

                                       2.
<PAGE>

upon such exercise are then registered under the Securities Act or, if such
shares of Common Stock are not then so registered, the Company has determined
that such exercise and issuance would be exempt from the registration
requirements of the Securities Act. The exercise of your option must also comply
with other applicable laws and regulations governing your option, and you may
not exercise your option if the Company determines that such exercise would not
be in material compliance with such laws and regulations.

     7.   Term.  You may not exercise your option before the commencement of its
term or after its term expires.  The term of your option commences on the Date
of Grant and expires upon the earliest of the following:

          (a) three (3) months after the termination of your Continuous Service
for any reason other than your Disability or death, provided that if during any
part of such three- (3-) month period your option is not exercisable solely
because of the condition set forth in the preceding paragraph relating to
"Securities Law Compliance," your option shall not expire until the earlier of
the Expiration Date or until it shall have been exercisable for an aggregate
period of three (3) months after the termination of your Continuous Service;

          (b) twelve (12) months after the termination of your Continuous
Service due to your Disability;

          (c) eighteen (18) months after your death if you die either during
your Continuous Service or within three (3) months after your Continuous Service
terminates;

          (d) the Expiration Date indicated in your Grant Notice; or

          (e) the day before the tenth (10th) anniversary of the Date of Grant.

     8.   Exercise.

          (a) You may exercise the vested portion of your option (and the
unvested portion of your option if your Grant Notice so permits) during its term
by delivering a Notice of Exercise (in a form designated by the Company)
together with the exercise price to the Secretary of the Company, or to such
other person as the Company may designate, during regular business hours,
together with such additional documents as the Company may then require.

          (b) By exercising your option you agree that, as a condition to any
exercise of your option, the Company may require you to enter into an
arrangement providing for the payment by you to the Company of any tax
withholding obligation of the Company arising by reason of (1) the exercise of
your option, (2) the lapse of any substantial risk of forfeiture to which the
shares of Common Stock are subject at the time of exercise, or (3) the
disposition of shares of Common Stock acquired upon such exercise.

     9.   Transferability.  Your option is not transferable, except by will or
by the laws of descent and distribution, and is exercisable during your life
only by you.  Notwithstanding the foregoing, by delivering written notice to the
Company, in a form satisfactory to the Company, you may designate a third party
who, in the event of your death, shall thereafter be entitled to exercise your
option.

                                       3.
<PAGE>

     10.  Option not a Service Contract.  Your option is not an employment or
service contract, and nothing in your option shall be deemed to create in any
way whatsoever any obligation on your part to continue in the employ of the
Company or an Affiliate, or of the Company or an Affiliate to continue your
employment.  In addition, nothing in your option shall obligate the Company or
an Affiliate, their respective shareholders, Boards of Directors, Officers or
Employees to continue any relationship that you might have as a Director or
Consultant for the Company or an Affiliate.

     11.  Withholding Obligations.

          (a) At the time you exercise your option, in whole or in part, or at
any time thereafter as requested by the Company, you hereby authorize
withholding from payroll and any other amounts payable to you, and otherwise
agree to make adequate provision for (including by means of a "cashless
exercise" pursuant to a program developed under Regulation T as promulgated by
the Federal Reserve Board to the extent permitted by the Company), any sums
required to satisfy the federal, state, local and foreign tax withholding
obligations of the Company or an Affiliate, if any, which arise in connection
with your option.

          (b) Upon your request and subject to approval by the Company, in its
sole discretion, and compliance with any applicable conditions or restrictions
of law, the Company may withhold from fully vested shares of Common Stock
otherwise issuable to you upon the exercise of your option a number of whole
shares of Common Stock having a Fair Market Value, determined by the Company as
of the date of exercise, not in excess of the minimum amount of tax required to
be withheld by law.  If the date of determination of any tax withholding
obligation is deferred to a date later than the date of exercise of your option,
share withholding pursuant to the preceding sentence shall not be permitted
unless you make a proper and timely election under Section 83(b) of the Code,
covering the aggregate number of shares of Common Stock acquired upon such
exercise with respect to which such determination is otherwise deferred, to
accelerate the determination of such tax withholding obligation to the date of
exercise of your option.  Notwithstanding the filing of such election, shares of
Common Stock shall be withheld solely from fully vested shares of Common Stock
determined as of the date of exercise of your option that are otherwise issuable
to you upon such exercise.  Any adverse consequences to you arising in
connection with such share withholding procedure shall be your sole
responsibility.

          (c) You may not exercise your option unless the tax withholding
obligations of the Company and/or any Affiliate are satisfied.  Accordingly, you
may not be able to exercise your option when desired even though your option is
vested, and the Company shall have no obligation to issue a certificate for such
shares of Common Stock or release such shares of Common Stock from any escrow
provided for herein.

     12.  Notices.  Any notices provided for in your option or the Plan shall be
given in writing and shall be deemed effectively given upon receipt or, in the
case of notices delivered by mail by the Company to you, five (5) days after
deposit in the United States mail, postage prepaid, addressed to you at the last
address you provided to the Company.

                                       4.
<PAGE>

     13.  Governing Plan Document.  Your option is subject to all the provisions
of the Plan, the provisions of which are hereby made a part of your option, and
is further subject to all interpretations, amendments, rules and regulations
which may from time to time be promulgated and adopted pursuant to the Plan.  In
the event of any conflict between the provisions of your option and those of the
Plan, the provisions of the Plan shall control.

                                       5.
<PAGE>

                           Wireless Facilities, Inc.
                           Stock Option Grant Notice
                     (2000 Nonstatutory Stock Option Plan)

Wireless Facilities, Inc. (the "Company"), pursuant to its 2000 Nonstatutory
Stock Option Plan (the "Plan"), hereby grants to Optionholder an option to
purchase the number of shares of the Company's Common Stock set forth below.
This option is subject to all of the terms and conditions as set forth herein
and in the Stock Option Agreement, the Plan and the Notice of Exercise, all of
which are attached hereto and incorporated herein in their entirety.

Optionholder:                           ____________________________
Date of Grant:                          ____________________________
Vesting Commencement Date:              ____________________________
Number of Shares Subject to Option:     ____________________________
Exercise Price (Per Share):             ____________________________
Total Exercise Price:                   ____________________________
Expiration Date:                        ____________________________

Type of Grant:     Nonstatutory Stock Option

Exercise Schedule: Same as Vesting Schedule

Vesting Schedule:  1/4th of the shares vest one year after the Vesting
                   Commencement Date.
                   1/48th of the shares vest monthly thereafter over the next
                   three years.

Payment:           By one or a combination of the following items (described in
                   the Stock Option Agreement):

                         By cash or check

Additional Terms/Acknowledgements:  The undersigned Optionholder acknowledges
receipt of, and understands and agrees to, this Grant Notice, the Stock Option
Agreement and the Plan.  Optionholder further acknowledges that as of the Date
of Grant, this Grant Notice, the Stock Option Agreement and the Plan set forth
the entire understanding between Optionholder and the Company regarding the
acquisition of stock in the Company and supersede all prior oral and written
agreements on that subject with the exception of (i) options previously granted
and delivered to Optionholder under the Plan, and (ii) the following agreements
only:

     Other Agreements:        _________________________________________
                              _________________________________________


Wireless Facilities, Inc.              Optionholder:

By:____________________________        ________________________________
           Signature                               Signature

Title:_________________________        Date:___________________________

Date:__________________________


Attachments:  Stock Option Agreement, 2000 Nonstatutory Stock Option Plan and
Notice of Exercise
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>ARTICLE 5 FDS
<TEXT>

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 5
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          SEP-30-2000
<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               SEP-30-2000
<CASH>                                          24,315
<SECURITIES>                                     3,190
<RECEIVABLES>                                  116,888
<ALLOWANCES>                                     (795)
<INVENTORY>                                          0
<CURRENT-ASSETS>                               157,855
<PP&E>                                          22,323
<DEPRECIATION>                                 (4,098)
<TOTAL-ASSETS>                                 253,478
<CURRENT-LIABILITIES>                           58,590
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                            43
<OTHER-SE>                                     187,334
<TOTAL-LIABILITY-AND-EQUITY>                   253,478
<SALES>                                        175,841
<TOTAL-REVENUES>                               175,841
<CGS>                                           99,186
<TOTAL-COSTS>                                   99,186
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   146
<INTEREST-EXPENSE>                               1,224
<INCOME-PRETAX>                                 37,299
<INCOME-TAX>                                    14,549
<INCOME-CONTINUING>                             22,750
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    22,750
<EPS-BASIC>                                       0.55
<EPS-DILUTED>                                     0.45


</TABLE>
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