<Letterhead of Columbia Financial Group appears here
1301 York Road, Suite 400, Lutherville, MD 21093
Tel: (410) 321-1799 Fax: (410) 321)-1753, 888-301-6271
www.cfgstocks.com>
CONSULTANT AGREEMENT
Columbia Financial Group is an investor relations, direct marketing,
publishing, public relations and advertising firm with expertise in the
dissemination of information about publicly traded companies. Also in the
business of providing investor relations services, public relations services,
publishing, advertising services, fulfillment services, as well as internet
related services.
Agreement made this 1st day of June, 1999, between Worldwide Wireless
Network, Inc.(hereinafter referred to as "Corporation"), and Columbia
Financial Group, Inc. (hereinafter referred to as "Consultant"), (collectively
referred to as the "Parties"):
Recitals:
The Corporation desires to engage the services of the Consultant to
perform for the Corporation consulting services regarding all phases of the
Corporation's "Investor Relations" to include direct investor relations and
broker/dealer relations as such may pertain to the operation of the
Corporation's business.
The Consultant desires to consult with the Board of Directors, the
Officers of the Corporation, and certain administrative staff members of the
Corporation, and to undertake for the Corporation consultation as to the
company's investor relations activities involving corporate relations and
relationships with various broker/dealers involved in the regulated securities
industry.
AGREEMENT
1. The respective duties and obligation of the contracting parties
shall be for a period of twelve (12) months commencing on the date first
appearing above. This Agreement may be terminated by either parties only in
accordance with the terms and conditions set forth in Paragraph 7.
Services Provided by Consultant
2. Consultant will provide consulting services in connection with the
Corporation's "investor relations" dealings with NASD broker/dealer and the
investing public. (At no time shall the Consultant provide services which
would require consultant to be registered and licensed with any federal or
state regulatory body of self-regulating agency.) During the term of this
Agreement, Consultant will provide those services customarily provided by an
investor relations firm to a Corporation, including but not limited to the
following:
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Columbia Financial Group
(1) Aiding a Corporation in developing a marketing plan directed at
informing the investing public as to the business of the Corporation; and
(2) Providing assistance and expertise in devising an advertising campaign
in conjunction with the marketing campaign as set forth in (1) above; and
(3) Advise the Corporation and provide assistance in dealing with
institutional investors as it pertains to the Company's offerings of its
securities; and
(4) Aid and assist the Corporation in the Corporation's efforts to secure
"market makers" which will trade the Corporation's stock to the public by
providing such information as may be required; and
(5) Aid and advise the Corporation in establishing a means of securing
nationwide interest in the Corporation's securities; and
(6) Aid and assist the Corporation in creating an "institutional site
program" to provide ongoing and continuous information to fund managers; and
(7) Aid and consult with the Corporation in the preparation and
dissemination of press releases and news announcements; and
(8) Aid and consult with the Corporation in the preparation and
dissemination of all "due diligence" packages requested by and furnished to
NASD registered broker/dealers, the investing public, and/or other
institutional and/or fund managers requesting such information from the
Corporation; and
(9) At the Corporation's direction, work with the Corporation's Public
Relations firm to jointly support the Corporation's overall public relations
program.
Compensation
3. In consideration for services provided by Consultant to the
Corporation, the Corporation shall pay or cause to be delivered to the
Consultant each month prior to the termination of this agreement 1/12 of the
warrants set forth in A, B, C below. 400,000 five (5) year warrants with the
following exercise price:
A. 100,000 warrants at $3.00 per share.
B. 100,000 warrants at $4.00 per share.
C. 200,000 warrants at $5.00 per share.
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Compliance
4. At the time of Consultants execution of the warrants referred to
in #3, Compensation above, common shares underlying the warrants, delivered by
Corporation to Consultant will, at that particular time, be incorporated, in
the next registration filed by the corporation. The warrants shall have
"piggy back" registration rights and will, at the expense of the Corporation,
be included in said registration.
Representation of Corporation
5. (a). The Corporation, upon entering this Agreement, hereby
warrants and guarantees to the Consultant that to the knowledge of the
Officers of the Company, all statements, either written or oral, made by the
Corporation to the Consultant are true and accurate, and contain no
misstatements of a material fact. Consultant acknowledges that estimates of
performance made by Corporation are based upon the best information available
to Corporation officers at the time of said estimates of performance. The
Corporation officers ant the time of said estimates of performance. The
Corporation acknowledges the information it delivers to the Consultant will be
used by the Consultant in preparing materials regarding the Company's
business, including but not necessarily limited to, its financial condition,
for dissemination to the public. Therefore, in accordance with Paragraph 6,
below, the Corporation shall hold harmless the Consultant from any and all
error, omissions, misstatements, except those made in a negligent or
intentionally misleading manner in connection with all information furnished
by Corporation to Consultant.
6. Consultant shall agree to release information only with written
approval of the Company.
Worldwide Wireless Inc.
1. Authorized: 50mm
2. Outstanding: 11.4mm shares
3. Free trading (float): 4mm shares (approx.)
4. Shares subject to Rule 144 restrictions: 7.4 mm shares (approx.)
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Limited Liability
6. With regard to the services to be performed by the Consultant
pursuant to the terms of this Agreement, the Consultant shall not be liable to
the corporation, or to anyone who may claim any right due to any relationship
with the Corporation, or any acts or omissions in the performance of services
on the part of the Consultant, or on the part of the agents or employees of
the Consultant, except when said acts or omissions of the Consultant are due
to its willful misconduct or culpable negligence.
Termination
7. This Agreement may be terminated by either party upon the giving
of not less than ten (10) days written notice, delivered to the parties at
such address or addresses as set forth in Paragraph 8, below. In the event of
a termination, Consultant shall be entitled to the pro-rata monthly warrant
compensation.
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Notices
8. Notices to be sent pursuant to the terms and conditions of this
Agreement, shall be sent as follows:
Timothy J. Rieu Jack Tortorice
Columbia Financial Group World Wide Wireless Network, Inc.
1301 York Road, Ste. 400 700 The City Drive, #3400
Lutherville, Maryland 21093 Orange, CA 92868
Attorneys' Fees
9. In the event any litigation or controversy, including arbitration,
arises out of or in connection with this Agreement between parties hereto, the
prevailing party in such litigation, arbitration or controversy, shall be
entitled to recover from the other parties, all reasonable attorney's fees,
expenses and suit costs, including those associated within the appellate or
post judgement collection proceedings.
Arbitration
10. In connection with any controversy or claim arising out of or
relating to this Agreement, the parties hereto agree that such controversy
shall be submitted to arbitration, in conformity with the Federal Arbitration
Act (Section 9 U.S. Code Section 901 et seq), and shall be conducted in
accordance with the Rules of the American Arbitration Association. Any
judgment rendered as a result of the arbitration of any dispute herein, shall
upon being rendered by the arbitrators be submitted to a Court of competent
jurisdiction within the State of Florida or in any state where a party to this
action maintains its principal business or is a Corporation incorporated in
said state.
Governing Law
11. This Agreement shall be construed under and in accordance with
the laws of the State of California, and all parties hereby consent to
California as the proper jurisdiction for said proceedings provided herein.
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Parties Bound
12. This Agreement shall be binding on and inure to the benefit of
the contracting parties and their respective heirs, executors,
administrations, legal representatives, successors, and assigns when permitted
by this Agreement.
Legal Construction
13. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, the invalidity, illegality, or unenforceability
shall not affect any other provision, and this Agreement shall be construed as
if the invalid, illegal, or unenforceable provision had never been contained
in it.
Prior Agreements Superseded
14. This Agreement constitutes the sole and only Agreement of the
contracting parties and supersedes any prior understandings or written or oral
agreements between the respective parties hereto.
Multiple Copies or Counterparts of Agreement
15. The original and one or more copies of this Agreement may be
executed by one or more of the parties hereto. In such event, all of such
executed copies shall have the same force and effect as the executed original,
and all of such counterparts taken together shall have the effect of a fully
executed original. Further this Agreement may be signed by the parties and
copies hereof delivered to each party by way of facsimile transmission, and
such facsimile copies shall be deemed original copies for all purposes if
original copies of the parties' signatures are not delivered.
Liability of miscellaneous Expenses
16. The Corporation shall be responsible to any miscellaneous fees
and cost that are approved in writing by the Corporation prior to _______
unrelated to the agreement made between the Parties.
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Headings
1. Headings used throughout this Agreement are for reference and
convenience, and in no way define, limit or describe the scope or intent of
this Agreement or effect its provisions.
IN WITNESS WHEREOF, the parties have set their hands and seal as of the
date written above.
BY: /s/ Timothy J. Rieu
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Timothy J. Rieu
President
Columbia Financial Group
BY: /s/ Jack Tortorice
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World Wide Wireless Network, Inc.
770 The City Drive South, # 3400
Orange, CA 92868