INVESTOR RELATIONS AGREEMENT
The Chesapeake Group, Inc., a full service investor relations company,
specializes in providing marketing know-how to publicly traded, emerging
growth companies. While Chesapeake Group specializes in strategic management
of investor relations for emerging growth companies, they also provide public
relations services, press release distribution and Internet related services
for website development.
Agreement made this 1st day of July, 2005 between Pacific WebWorks, Inc.
(hereinafter referred to as "Corporation"), and The Chesapeake Group, Inc.
(hereinafter referred to as the "Consultant"; collectively referred to as the
"Parties");
Recitals:
The Corporation desires to engage the services of the Consultant to perform
the Corporaiton's consulting services regarding all phases of the
Corporation's "Investor Relations" including broker/dealer relations as such
may pertain to the operation of the Corporation's business. The Consultant
will consult with the board of Directors, the Officers of the Corporation, and
certain administrative staff members of the Corporation, undertake the
Corporation's financial public relations activities which involve corporate
relations and relationships with various financial service industry
professionals, including, but not limited to, broker/dealers involved in the
regulated securities industry.
AGREEMENT
The respective duties and obligations of the contracting Parties shall be for
a period of twelve (12) months commencing on the dates first appearing above.
Either Party ,only in accordance with the terms, may terminate this Agreement
and conditions set forth below.
Services Provided by Consultant
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 will the Consultant provide services which would
require Consultant to be registered and licensed with any federal or state
regulator body or self-regulatory 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 (including institutional investors) as to the
business of the Corporation;
(b) Providing the Corporation with an in-depth marketing and advertising
program;
(c) Assisting the Corporation with Securities related regulatory matters;
(d) Aid and advise the Corporation in establishing a means of securing
nationwide interest in the Corporation's securities;
(e) Provide the Corporation with coaching for conference calls and road shows
and arrange for broker/dealer presentations for investors at Consultant's
expense;
(f) Help the Corporation with Industry Research;
(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
In consideration for the services provided by Consultant to the Corporation,
the Corporation will provide the following compensation to Consultant:
500,000 Warrants to purchase the Corporation's common stock at $.10 per share
500,000 Warrants to purchase the Corporation's common stock at $.15 per share
These warrants may be converted for a three year period from the date of this
contract.
Corporation will pay all legal costs for registration of warrants, and any
future registration statements.
Compliance
At the time Consultant gives notice to the Corporation of its execution of the
Warrants referred to 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 will be incorporated in the next registration
statement filed by the Corporation. The warrants shall have "piggyback"
registration rights and will, at the expense of the Corporation, be included
in said registration statement in a timely manner.
Representation of Corporation
The Corporation, upon entering 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 material
misstatements, or omissions of fact. Consultant acknowledges that estimates of
performance made by Corporation are based upon the best information available
to the Corporation's 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, the Corporation shall
hold the Consultant harmless from any and all errors, omissions and/or
misstatements, except those made in a negligent or intentionally misleading
manner, in connection with all information furnished by Corporation to
Consulting. Likewise, Consultant will hold Corporation harmless for any and
all errors, omissions and/or misstatements except those made in a negligent or
in intentionally misleading manner in connection with all information provided
to Consultant by Corporation.
Limited Liability
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 misconduct or negligence.
Termination
Either Party upon the giving of not less than ninety (90) days written notice
may terminate this Agreement, delivered to the Parties at such address or
addresses as set forth in the Paragraph below. Any such notice shall be deemed
to be properly given when transmitted by way of registered mail. The ninety
(90) days termination period shall not begin until the other Party has
received or is deemed to have received the notice of termination.
Notices
Notices to be sent pursuant to the terms and conditions of this Agreement,
shall be sent as follows:
Consultant: ▇▇▇▇▇ ▇▇▇▇▇▇
Chesapeake Group
▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Corporation: Pacific WebWorks, Inc.
Attn: CEO
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attorney's Fees
In the event any litigation or controversy 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 Parties, all reasonable attorney's fees, expenses and suit costs,
including those associated within the appellate or post-judgment collections
proceedings.
Arbitration
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 final. Shall either Party desire to litigate the decision
it shall be submitted to a Court of competent jurisdiction within the state of
domicile of the litigating Party.
Governing Law
This Agreement shall be construed under and in accordance with the laws of the
State of Utah. All Parties hereby consent to the state of Utah as the proper
jurisdiction for any such proceeding if applicable.
Parties Bound
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
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 validity, 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 in it.
Prior Agreements Superseded
This Agreement constitutes the sole and only Agreement of the contracting
Parties and supercedes any prior 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.
Multiple Copies or Counterparts of Agreement
One or more of the Parties may execute the original and one or more copies of
this Agreement hereto. In such event, all 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 hereto 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
Pdelivered.
Liability for Expenses
All fees and costs incurred in relation to the services provided by the
Consultant shall be the responsibility of the Consultant, except those fees
and costs previously approved in writing by an Officer of the Corporation.
Headings
Headings used throughout this Agreement are for reference and convenience and
in no way define the presentation, limit or describe the scope or intent of
this Agreement.
IN WITNESS WHEREOF, the Parties have set their hands and seal as of the date
written above.
CHESAPEAKE GROUP, INC.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
By: ________________________________
▇▇▇▇▇ ▇▇▇▇▇▇, President/CEO
PACIFIC WEBWORKS, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
By: ________________________________
▇▇▇ ▇▇▇▇, CEO