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Suite 210 - 1122 Mainland Street
Vancouver, B.C., Canada
V6B 5L1
August 17, 2000
Attention: Karl Gruber, VP Buisness Development
ProWebCast, Inc.
450 Fairway Drive Suite 201
Deerfield Beach, Floriada
33441
RE: Worldwide Broadcast Network (wwbroadcast.net inc.) & ProWebCast,
Inc.(ProWebCast) - Strategic Alliance Agreement
I have taken the liberty of documenting the general conditions associated with a
Strategic Alliance between the Worldwide Broadcast Network (WWBC) and ProWebCast
(the "Parties") and the basis on which the Parties will work together in a
manner consistent with a Partnership.
By way of background information we confirm that ProWebCast is a privately held
company based in Deerfield Beach, Florida, and ProWebCast produces and webcasts
weekly programs, online presentations of made for television shows, press
conferences, trade shows, concerts, product announcements and special events
that can be enhanced with the visibility and reach of the Internet.
The Worldwide Broadcast Network is a publicly held company with offices in
Vancouver, Canada, and Seattle, Washington and operates a streaming-media
content portal on the Internet (http://wwbc.net) that contains 1,000's of
Regional Content Providers and links to their respective streaming media
content. The website is the most comprehensive streaming media portal on the
Internet where global content providers showcase their content and audiences
customize their viewing.
Under the terms of the Strategic Alliance, WWBC and ProWebCast will collectively
undertake and endeavor to inform, refer and market to existing and potential
content providers the value-added services offered by the Parties in the
following manner.
1. WWBC will refer interested content providers to an inside sales
representative of ProWebCast (as per ProWebCast Third Party Sales Agreement) for
the purposes of
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introducing and facilitating the sale of broadcasting services. WWBC will
endeavor to feature and promote the content produced by and in association
with ProWebCast and ProWebCast's various streaming media customers.
2. ProWebCast will inform content providers of the wwbc.net Affiliate
Program (http://affiliate.wwbc.net) and will refer interested content providers
to the wwbc.net portal website for online registration.
3. Reciprocally feature the Partner in the respective Partner's corporate
website. Report the Partnership and/or the Partner's products and services in
the Parties' respective press releases, news letters and or company collateral
materials as desired or applicable.
We confirm our recent discussions that persons and procedures required to
execute this agreement have either been established or will been established in
a timely manner. We also confirm that this document constitutes a framework
under which the Parties will begin a Strategic Alliance and may be subject to
change in the future if mutually agreeable.
Other Matters
In consideration of this Alliance, as outlined herein, we each agree that we
will not disclose any information to any third parties about our respective
businesses which may be confidential except as may be required to any of our
respective directors, officers, employees or agents as is absolutely necessary
in connection with carrying out our respective obligations as detailed in this
Agreement. In addition, neither or us will directly or indirectly use to our
own advantage any confidential information of the other party.
While we may decide in the future to negotiate and enter into a more
comprehensive agreement or agreements regarding the matters we have discussed
herein or future matters, each of us understands and agrees that this Agreement
is intended by each of us to create mutual obligations and that we will
forthwith proceed to initiate and work toward implementing the matters as we
have detailed in this Agreement; but that these obligations are limited in scope
and the successful completion of the obligations is not implied.
We look forward to working with you and building a mutually beneficial
relationship.
Yours truly,
wwbroadcast.net inc. ProWebCast, Inc.
/s/ Kirk Exner /s/ Karl Gruber
Kirk Exner, President & CEO Karl Gruber, VP Business Development
