CONSULTANT AGREEMENT, DATED JULY 12, 2000 BETWEEN
WORLDWIDE WIRELESS AND COLUMBIA FINANCIAL GROUP
CONSULTANT AGREEMENT
Columbia Financial Group is an investor relations, direct
marketing, publishing, publicrelations 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 a services.
Agreement made this 12th day of July 2000, between Worldwide
Wireless Networks, 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 obligations 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
party only in accordance with the terms and conditions set forth in
Paragraph 8.
Services Provided by Consultant
2. Consultant will provide consulting services in connection with
the Corporation's "investor relations" dealings with NASD
broker/dealers 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
or 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:
(a) Aiding the Corporation in developing a marketing plan directed
at informing the investing public as to the business of the
Corporation; and
(b) Providing assistance and expertise in devising an advertising
campaign in conjunction with the marketing campaign as set forth in
(1) above; and
(c) Advise the Corporation and provide assistance in dealing with
institutional investors as it pertains to the Corporation's
offerings of its securities; and
(d) 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
(e) Aid and advise the Corporation in establishing a means of
securing nationwide interest in the Corporation's securities; and
(f) Aid and assist the Corporation in creating an "institutional
site program" to provide ongoing and continuous information to fund
managers; and
(g) Aid and consult with the Corporation in the preparation and
dissemination of press releases and news announcements; and
(h) 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.
Compensation
3. In consideration for the services provided by Consultant to the
Corporation, the Corporation shall on behalf of the Consultant cause
to be vested, (hereinafter "delivered") at the signing of this
Agreement 25% or one-quarter of the warrants as set forth below, and
the balance of the warrants will be delivered on or before the
beginning of the third quarter of the Agreement. All such warrants
delivered shall have a term of five years and shall have preferred,
"piggy back" registration rights. The warrants shall be issued at
the following exercise price:
200,000 warrants at $3.75 per share
200,000 warrants at $4.00 per share
200,000 warrants at $4.50 per share
In addition to the warrants state above, Columbia Financial
Group shall receive 200,000 shares of restricted stock.
Columbia Financial Group
Compliance
4. At the time consultants give notice to the Company or execution
of the Warrants referred to in #3, Compensation above, common shares
underlying the warrants, delivered by the Corporation to Consultant
will, at that particular time be free trading, or if not, the shares
shall be incorporated in the next registration statement 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 statement in a timely manner.
Representation of Corporation
5. (a) The Corporation, upon entering into this Agreement, hereby
warrants and guarantees to the Consultant that to the best knowledge
of the Officers and Directors of the Corporation, 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 acknowledges that 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
errors, omissions, misstatements, except those made in a negligent
or intentionally misleading manner in connection with all
information furnished by the Corporation to Consultant.
(b) Consultant shall agree to release information only with written
or verbal approval of the company.
6. Worldwide Wireless Networks, Inc.
1. Authorized 50 million shares
2. Issued 12,058,838 shares
3. Outstanding 12,058,833 shares
4. Free trading (float) 4.1 million shares (approx.)
5. Shares subject to Rule 144 restrictions 8 million shares
(approx.)
Columbia Financial Group
Limited Liability
7. 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, for any acts or omissions
in the performance of services on the part of the Consultant, except
when said acts or omissions of the Consultant are due to its willful
misconduct or culpable negligence.
Termination
8. This Agreement may be terminated by either party upon the giving
of not less than thirty (30) days written notice, delivered to the
parties at such address or addresses as set forth in Paragraph 9,
below. In the event this Agreement is terminated by the
Corporation, compensation paid by the Corporation pursuant to
paragraph 3 above, to the Consultant to the date of termination
(or through the end of the month during which notice of termination
is delivered). In the event this Agreement is terminated by
consultant, compensation shall be reimbursed to Corporation as
follows:
The Agreement will be divided into four equal quarters. If
termination occurs within the first quarter or initial ninety (90)
days of the Agreement the Consultants will have no obligation to
return any of the initial compensation of the contract pursuant to
paragraph 3 above. Each and every subsequent quarter of the
Agreement will have an equal amount of compensation. If termination
occurs within any quarter of the Agreement the Consultants will
return a pro rata amount based on a 90 day quarter.
The valuation of said shares for purposes of repayment of shares,
shall be the bid price of said shares as of the date shares are
tendered back to the Corporation. If there is no bid price, then
the price shall be agreed to, by separate writing to be determined
by the parties upon the execution of this agreement.
Notices
9. 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, Inc. Worldwide Wireless Networks, Inc.
1301 York Road, Ste. 400 770 The City Drive South, Ste. 3700
Lutherville, Maryland 21093 Orange, CA 92868
Columbia Financial Group
Attorney's Fees
In the event any litigation or controversy, including arbitration,
arises out of or in connection with this Agreement between the
Parties hereto, the prevailing party in such litigation, arbitration
or controversy, shall be entitled to recover from the other party or
parties, all reasonable attorney's fees expenses and suit costs,
including those associated within the appellate or post judgment
collections 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
with the state of Maryland, if initiated by the Consultant, or in
the state of California by the Corporation.
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 proceeding
provided herein.
Parties Bound
12. This Agreement shall be binding on and inure to the benefit of
the contracting parties and their respective heirs, executors,
administrators, 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. Further,
this Agreement may only be modified or changed by written agreement
signed by all the parties hereto.
Columbia Financial Group
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 costs approved in writing prior by the Corporation or its agents
to commitment that are unrelated to the agreement made between the
Parties.
Headings
17. 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 sale as of
the date written above.
BY: /s/ Timothy J. Rieu
---------------
Timothy J. Rieu
President
Columbia Financial Group, Inc.
BY: /s/ Jack Tortorice
---------------
Jack Tortorice
Worldwide Wireless Networks, Inc.