Exhibit 4.1

                     UNIT PURCHASE AGREEMENT

       THIS UNIT PURCHASE AGREEMENT, dated as of July 1, 2005 (the
"Agreement") between Pacific WebWorks, Inc., a Nevada corporation with offices
at 180 South 300 West, Salt Lake City, Utah 84101 (the "Company") and First
Equity Holdings Corp.,  Empire Fund Managers and Compass Equity Partners, LLC
(collectively referred to as the "Investors").

                             RECITALS

      WHEREAS, the parties desire that, upon the terms and subject to the
conditions contained herein, the Company shall issue and sell to the
Investors, and the Investors shall purchase up to 4,500,000 Units (as defined
below) (the "Units").

      WHEREAS, the investment will be made in reliance upon the provisions of
Section 4(2) and Regulation D of the United States Securities Act of 1933, as
amended, and the regulations promulgated thereunder, and/or upon such other
exemptions from the registration requirements of the Securities Act as may be
available with respect to any and all of the investments to be made hereunder.

      NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein and other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:


                            ARTICLE I

                       Certain Definitions
                        ------------------

      Section 1.1   "Capital Shares" shall mean the Common Stock and any
shares of any other class of Common Stock whether now or hereafter authorized,
having the right to participate in the distribution of earnings and assets of
the Company.

      Section 1.2   "Capital Shares Equivalents"  shall mean any securities,
rights, or obligations that are convertible into or exchangeable for, or
giving any right to, subscribe for any Capital Shares of the Company or any
warrants, options or other rights to subscribe for or purchase Capital Shares
or any such convertible or exchangeable securities.

      Section 1.3   "Closing" shall mean one of the closings of the purchase
and sale of the Units pursuant to Article II below.

      Section 1.4    "Closing Date" shall mean the date of the closing of the
purchase and sale of the Units pursuant to Article II below.

      Section 1.5    "Common Stock" shall mean the Company's common stock,
$0.001 par value per share.

      Section 1.6    "Damages" shall mean any loss, claim,  damage, liability,
costs and expenses which shall include, but not be limited to, reasonable
attorney's fees, disbursements,  costs and expenses of expert witnesses and
investigation.

      Section 1.7    "Effective Date" shall mean the date on which the SEC
first declares effective the Registration Statement.

      Section 1.8    "Escrow Agent" shall mean the law firm of Daniel W.
Jackson, pursuant to the terms of the Escrow Agreement attached as Exhibit A.

      Section 1.9    "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder.

      Section 1.10    "Legend" shall have the meaning set forth in Article
VIII below.

      Section 1.11    "Material Adverse Effect" shall mean any effect on the
business, operations, properties, earnings, prospects, Bid Price, trading
volume of the Common Stock, or financial condition of the Company that is
material and adverse to the Company and its subsidiaries and affiliates, taken
as a whole, and/or any condition, circumstance, or situation that would
prohibit or otherwise in any material respect interfere with the ability of
the Company to enter into and perform any of its obligations under this
Agreement, the Registration Rights Agreement and the Escrow Agreement.

      Section 1.12    "NASD" shall mean the National Association of Securities
Dealers, Inc.

      Section 1.13    "Outstanding" when used with reference to shares of
Common Stock, or Capital Shares (collectively the "Shares"), shall mean, at
any date as of which the number of such Shares is to be determined, all issued
and outstanding Shares, and shall include all such Shares issuable in respect
of outstanding scrip or any certificates representing fractional interests in
such Shares; provided, however, that Outstanding shall not mean any such
Shares then directly or indirectly owned or held by or for the account of the
Company.

      Section 1.14    "Person" shall mean an individual, a corporation, a
partnership, an association, a limited liability company, a trust or other
entity or organization, including a government or political subdivision or an
agency or instrumentality thereof.

      Section 1.15    "Principal Market" shall mean the OTC Bulletin Board,
Nasdaq National Market, the Nasdaq Small Cap Stock Market, the American Stock
Exchange, or the New York Stock Exchange, whichever is at the time the
principal trading exchange or market for the Common Stock.

      Section 1.16    "Registrable Securities" shall have the definition set
forth in the Registration Rights Agreement.

      Section 1.17    "Registration Rights Agreement" shall mean the agreement
regarding the filing of the Registration Statement for the resale of the
Registrable Securities, entered into between the Company, and the Investors.

      Section 1.18    "Registration Statement" shall mean a registration
statement on Form SB-2, for the registration of the resale or secondary market
by the Investors of the Registrable Securities under the Securities Act.

      Section 1.19    "Regulation D" shall have the meaning set forth in the
recitals of this Agreement.

      Section 1.20    "SEC" shall mean the  Securities and Exchange
Commission.

      Section 1.21    "Section 4(2)" shall have the meaning set forth in the
recitals of this Agreement.

      Section 1.22    "Securities Act" shall have the meaning set forth in the
recitals of this Agreement.

      Section 1.23    "Warrants" shall mean Common Stock Purchase Warrant,
annexed hereto as Exhibit C &D.

      Section 1.24    "Warrant Shares" shall mean all shares of Common Stock
or other securities issued or issuable pursuant to the exercise of the
Warrants.

                            ARTICLE II

        Purchase and Sale of the Common Stock and Warrants
       --------------------------------------------------

      Section 2.1    Closings. The Company will sell, and the Investors will
buy, on the Closing Date up to 4,500,000 Units at a per unit price of $0.06.

      Section 2.2    Form of Payment. The Investors shall pay the Purchase
Price by delivering good funds in United States Dollars by check or wire
transfer to the Escrow Agent, or the conversion of any or all outstanding
loans made to the Company against delivery of the original shares of Warrants.
The parties have entered into an Escrow Agreement annexed hereto as Exhibit A.

      Section 2.3    Units. Each Unit is comprised of a share of the Company's
common stock, and two Common Stock Purchase Warrants which shall be
exercisable beginning on the Closing Date and extending for a period of one
year thereafter and shall grant to the investor or holder thereof the right to
purchase one additional share of the Company's common stock for each "A"
warrant at a price of $0.12 per share, and each "B" warrant at a price of
$0.17 per share. The common share and warrants shall be delivered by the
Company to the Escrow Agent and delivered to the Investor pursuant to the
terms of this Agreement and the Escrow Agreement. The common share and the
warrant share shall be registered for resale pursuant to the Registration
Rights Agreement.

      Section 2.4    Closings. The closings are as follows:

            (i) Acceptance by the Investor of this Purchase Agreement and due
execution by all parties of this Agreement and the Exhibits annexed hereto;

            (ii) Delivery into escrow by the Company of the original Initial
Shares, original Warrants as more fully set forth in the Escrow Agreement
attached hereto;

            (iii) Delivery into escrow by the Investors of the Purchase Price
as set forth in the Escrow Agreement annexed hereto;

            (iv) All representations, covenants, and warranties of the Company
contained herein shall remain true and correct in all material respects as of
Closing Date;


                           ARTICLE III

         Representations and Warranties of the Investors
         -----------------------------------------------

      The Investor represents and warrants to the Company that:

      Section 3.1    Intent. The Investor is entering into this Agreement for
its own account and has no present arrangement (whether or not legally
binding) at any time to sell the Common Stock to, or through any person or
entity; provided, however, that by making the representations herein, the
Investor does not agree to hold the Common Stock for any minimum or other
specific term and reserves the right to dispose of the Common Stock at any
time in accordance with federal and state securities laws applicable to such
disposition.

      Section 3.2    Sophisticated Investors. The Investors are described in
Rule 506(b)(2)(11) of Regulation D) and a accredited investor (as defined in
Rule 501 of Regulation D), and have such experience in business and financial
matters that they are capable of evaluating the merits and risks of an
investment in the Units. The Investors acknowledge that an investment in the
Common Stock is speculative and involves a high degree of risk.

      Section 3.3    Authority. This Agreement has been duly authorized and
validly executed and delivered by the Investors and is a valid and binding
agreement of the Investor enforceable against each of it in accordance with
its terms, subject to applicable bankruptcy, insolvency, or similar laws
relating to, or affecting generally the enforcement of, creditors' rights and
remedies or by other equitable principles of general application.

      Section 3.4    Not an Affiliate. The Investors are not an officer,
director or "affiliate" (as that term is defined in Rule 405 of the Securities
Act) of the Company.

      Section 3.5    Organization and Standing. The Investors are duly
organized, validly existing, and in good standing under the laws of the
countries and/or states of their incorporation or organization.

      Section 3.6    Absence of Conflicts. The execution and delivery of this
Agreement and any other document or instrument executed in connection
herewith, and the consummation of the transactions contemplated thereby, and
compliance with the requirements thereof, will not violate any law, rule,
regulation, order, writ, judgment, injunction, decree or award binding on
Investors, or, to the Investors knowledge, (a) violate any provision of any
indenture, instrument or agreement to which the Investor is a party or is
subject, or by which the Investors or any of their assets is bound; (b)
conflict with or constitute a material default thereunder; (c) result in the
creation or imposition of any lien pursuant to the terms of any such
indenture, instrument or agreement, or constitute a breach of any fiduciary
duty owed by Investors to any third party; or (d) require the approval of any
third-party (which has not been obtained) pursuant to any material contract,
agreement, instrument, relationship or legal obligation to which the Investors
are subject or to which any of their assets, operations or management maybe
subject.

      Section 3.7    Disclosure; Access to Information. The Investors have
received all documents, records, books and other information pertaining to
Investors' investment in the Company that have been requested by Investors,
including the opportunity to ask questions and receive answers. The Investors
have reviewed or received copies of any such reports that have been requested
by it. The Investors represent that they have reviewed the Company Reports.

      Section 3.8    Manner of Sale. At no time was the Investors presented
with or solicited by or through any leaflet, public promotional meeting,
television advertisement or any other form of general solicitation or
advertising.

      Section 3.9    Registration or Exemption Requirements. The Investors
further acknowledges and understands that the Securities may not be
transferred, resold or otherwise disposed of except in a transaction
registered under the Securities Act and any applicable state securities laws,
or unless an exemption from such registration is available.  The Investors
understand that the certificate(s) evidencing the Common Shares, and Warrants
will be imprinted with a legend that prohibits the transfer of these
securities unless (i) they are registered or such registration is not
required, or (ii) if the transfer is pursuant to an exemption from
registration (with no limitations).

      Section 3.10    No Legal, Tax or Investment Advice. The Investors
understand that nothing in this Agreement or any other materials presented to
the Investors in connection with the purchase and sale of the Units
constitutes legal, tax or investment advice. The Investors have relied on, and
have consulted with, such legal, tax and investment advisors as they, in their
sole discretion, have deemed necessary or appropriate in connection with their
purchase of the Units.

                            ARTICLE IV

          Representations and Warranties of the Company
          ---------------------------------------------

      The Company represents and warrants to the Investors that:

      Section 4.1    Organization of the Company. The Company is a corporation
duly incorporated and existing in good standing under the laws of the State of
Nevada and has all requisite corporate authority to own its properties and to
carry on its business as now being conducted except as described in the
Company Documents. The Company is duly qualified to do business as a foreign
corporation and is in good standing in every jurisdiction in which the nature
of the business conducted or property owned by it makes such qualification
necessary, other than those in which the failure so to qualify would not
reasonably be expected to have a Material Adverse Effect

      Section 4.2    Authority. (i) The Company has the requisite corporate
power and authority to enter into and perform its obligations under this
Agreement, and all Exhibits annexed hereto, and to issue the Common Shares,
Warrants, and Warrant Shares, (ii) the execution, issuance and delivery of
this Agreement, and all Exhibits annexed hereto, by the Company and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary corporate action and no further consent or
authorization of the Company or its Board of Directors, and (iii) this
Agreement, and all Exhibits annexed hereto, have been duly executed and
delivered by the Company and constitute valid and binding obligations of the
Company enforceable against the Company in accordance with their terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency, or
similar laws relating to, or affecting generally the enforcement of,
creditors' rights and remedies or by other equitable principles of general
application. Upon their issuance and delivery pursuant to this Agreement, the
Common Shares, Warrants and Warrant Shares, will be validly issued, fully paid
and nonassessable and will be free of any liens or encumbrances other than
those created hereunder or by the actions of the Investor; provided, however,
that the Common Shares, Warrants and Warrant Shares, are subject to
restrictions on transfer under state and/or federal securities laws. The
issuance and sale of the Common Shares, Warrants and Warrant Shares, under
will not give rise to any preemptive right or right of first refusal or right
of participation on behalf of any person.

      Section 4.3    Capitalization. The authorized capital stock of the
Company consists of 50,000,000 shares of Common Stock, $0.001 par value per
share, as of June 30, 2005, the Company's issued and outstanding was
28,748,392 shares. All of the outstanding shares of Common Stock of the
Company has been duly and validly authorized and issued and are fully paid and
nonassessable. To the knowledge of the Company, no Person or group of Persons
beneficially owns (as determined pursuant to Rule 13d-3 promulgated under the
Exchange Act) or has the right to acquire by agreement with or by obligation
binding upon the Company beneficial ownership of in excess of five percent of
the Common Stock.

      Section 4.4    Common Stock. The Common Stock has been registered
pursuant to Section 12(g) of the Exchange Act. The Common Stock is currently
listed or quoted on the OTC Bulletin Board under the symbol "PWEB".

      Section 4.5    Company Documents. The Company has delivered or made
available to the Investor true and complete copies of the Company Documents.
The Company has not provided to the Investor any information that, according
to applicable law, rule or regulation, should have been disclosed publicly
prior to the date hereof by the Company, but which has not been so disclosed.
None of the Company Documents contain any untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under
which they were made, not misleading. The financial statements of the Company
included in the Company Documents comply as to form in all material respects
with applicable accounting requirements. Such financial statements have been
prepared in accordance with generally accepted accounting principles applied
on a consistent basis during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the notes thereto or (ii)
in the case of unaudited interim statements, to the extent they may not
include footnotes or may be condensed or summary statements) and fairly
present in all material respects the financial position of the Company as of
the dates thereof and the results of operations and cash flows for the periods
then ended.

      Section 4.6    Valid Issuances. When issued and payment has been made
therefor, Common Shares, Warrants and Warrant Shares, sold to the Investors
will be duly and validly issued, fully paid, and nonassessable. Neither the
issuance of the Common Shares, Warrants and Warrant Shares to the Investors,
pursuant to, nor the Company's performance of its obligations under this
Agreement, and all Exhibits annexed hereto will (i) result in the creation or
imposition by the Company of any liens, charges, claims or other encumbrances
upon the securities issued to the Investors, or any of the assets of the
Company, or (ii) entitle the holders of Outstanding Capital Shares to
preemptive or other rights to subscribe to or acquire the Capital Shares or
other securities of the Company.

      Section 4.7    No General Solicitation or Advertising in Regard to this
Transaction. Neither the Company nor any of its affiliates nor any distributor
or any person acting on its or their behalf (i) has conducted or will conduct
any general solicitation (as that term is used in Rule 502(c) of Regulation D)
or general advertising with respect to the Units, or (ii) made any offers or
sales of any security or solicited any offers to buy any security under any
circumstances that would require registration of the Units under the
Securities Act.

      Section 4.8    Corporate Documents. The Company has furnished or made
available to each of the Investors true and correct copies of. (i) the
Company's Articles of Incorporation, as amended and in effect on the date
hereof, (ii) the Company's by-laws, as amended and in effect on the date
hereof (the "By-Laws"); (iii) Form 10-K and 10Q reports.

      Section 4.9    No Conflicts. The execution, delivery and performance of
this Agreement by the Company and the consummation by the Company of the
transactions contemplated hereby, including without limitation the issuance of
the Common Shares, Warrants and Warrant Shares, do not and will not (i) result
in a violation of the Company's Articles of Incorporation or By-Laws, or (ii)
conflict with, or constitute a material default (or an event that with notice
or lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, any
material agreement, indenture, instrument or any "lock-up" or similar
provision of any underwriting or similar agreement to which the Company is a
party, or (iii) result in a violation of any federal, state or local law,
rule, regulation, order, judgment or decree (including federal and state
securities laws and regulations) applicable to the Company or by which any
property or asset of the Company is bound or affected, nor is the Company
otherwise in violation of, conflict with or in default under any of the
foregoing as would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect. The business of the Company is not being
conducted in violation of any law, ordinance or regulation of any governmental
entity, except for possible violations that either singly or in the aggregate
would not reasonably be expected to have a Material Adverse Effect. The
Company is not required under federal, state or local law, rule or regulation
to obtain any consent, authorization or order of, or make any filing or
registration with, any court or governmental agency in order for it to
execute, deliver or perform any of its obligations under this Agreement
(including all Exhibits annexed hereto) or to issue and sell the Common
Shares, Warrants and Warrant Shares in accordance with the terms hereof,
provided that, for purposes of the representation made in this sentence, the
Company is assuming and relying upon the accuracy of the relevant
representations and agreements of the Investors herein.

      Section 4.10    No Material Adverse Change.  Since December 31, 2004, no
Material Adverse Effect has occurred or exists with respect to the Company,
except as publicly announced.

      Section 4.11    No Undisclosed Liabilities. The Company has no
liabilities or obligations which are material, individually or in the
aggregate, that are not disclosed in the Company Documents or otherwise
publicly announced, other than those set forth in the Company's financial
statements or as incurred in the ordinary course of the Company's businesses
since, and which, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect.

      Section 4.12    No Undisclosed Events or Circumstances.  Since December
31, 2004 no event or circumstance has occurred or exists with respect to the
Company or its businesses, properties, prospects, operations or financial
condition, that, under applicable law, rule or regulation, requires public
disclosure or announcement prior to the date hereof by the Company but which
has not been so publicly announced or disclosed in the Company Documents.

      Section 4.13    No Integrated Offering. To the Company's knowledge,
neither the Company, nor any of its affiliates, nor any person acting on its
or their behalf has, directly or indirectly, made any offers or sales of any
security or solicited any offers to buy any security, other than pursuant to
this Agreement or pursuant to the Company's existing employee benefit plan,
under circumstances that would cause the offering of the Units pursuant to
this Agreement to be integrated with prior or future offerings by the Company
for purposes of the Securities Act or any applicable stockholder approval
provisions.

      Section 4.14    Litigation and Other Proceedings. There are no lawsuits
or proceedings pending or to the knowledge of the Company threatened, against
the Company, nor has the Company received any written or oral notice of any
such action, suit, proceeding or investigation, which would reasonably be
expected to have a Material Adverse Effect. Except as set forth in the Company
Documents, no judgment, order, whit, injunction or decree or award has been
issued by or, so far as is known by the Company, requested of any court,
arbitrator or governmental agency which would be reasonably expected to result
in a Material Adverse Effect.

      Section 4.15    Acknowledgment of Dilution. The Company is aware and
acknowledges that issuance of Common Shares, and/or Warrant Shares, may result
in dilution of the outstanding shares of Common Stock, which dilution may be
substantial under certain market conditions. The Company further acknowledges
that its obligation to issue the Common Shares, and Warrant Shares is
unconditional and absolute regardless of the effect of any such dilution.

      Section 4.16    Employee Relations. The Company is not involved in any
labor dispute, nor, to the knowledge of the Company, is any such dispute
threatened which could reasonably be expected to have a Material Adverse
Effect. None of the Company's employees is a member of a union and the Company
believes that its relations with its employees are good.

      Section 4.17    Environmental Laws. The Company is (i) in compliance
with any and all foreign, federal, state and local laws and regulations
relating to the protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or contaminants and which
the Company know is applicable to them ("Environmental Laws"), (ii) has
received all permits, licenses or other approvals required under applicable
Environmental Laws to conduct its business, and (iii) is in compliance with
all terms and conditions of any such permit, license or approval.

      Section 4.18    Insurance. The Company is insured by insurers of
recognized financial responsibility against such losses and risks and in such
amounts as management of the Company believes to be prudent and customary in
the businesses in which the Company is engaged. The Company has no notice to
believe that it will not be able to renew its existing insurance coverage as
and when such coverage expires, or obtain similar coverage from similar
insurers as may be necessary to continue its business at a cost that would not
materially and adversely affect the condition, financial or otherwise, or the
earnings, business or operation, of the Company.

      Section 4.19    Board Approval. The board of directors of the Company
has concluded, in its good faith business judgment, that the issuances of the
securities of the Company in connection with this Agreement are in the best
interests of the Company.

      Section 4.20    Integration. The Company shall not and shall use its
best efforts to ensure that no affiliate shall sell, offer for sale or solicit
offers to buy or otherwise negotiate in respect of any security of the Company
that would be integrated with the offer or sale of the Units, in a manner that
would require the registration under the Securities Act of the issue, offer or
sale of the Units to the Investors. The Units are being offered and sold
pursuant to the terms hereunder, are not being offered and sold as part of a
previously commenced private placement of securities.

      Section 4.21    Use of Proceeds. The Company represents that the net
proceeds from this offering will be used for working capital purposes and the
repayment of any outstanding corporate liabilities.


                            ARTICLE V

                    Covenants of the Investors
                   ---------------------------

      Section 5.1    4.99% Limitation. The number of shares of Common Stock
which may be acquired by any of the Investors pursuant to the terms of this
Agreement shall not exceed the number of such shares which, when aggregated
with all other shares of Common Stock then owned by any of the Investors,
would result in any of the Investors owning more than 4.99% of the then issued
and outstanding Common Stock.


                            ARTICLE VI

                     Covenants of the Company
                    -------------------------

      Section 6.1    Registration Rights. The Company shall cause the
Registration Rights Agreement to remain in full force and effect so long as
any Registrable Securities remain outstanding and the Company shall comply in
all material respects with the terms thereof

      Section 6.2    Reservation of Common Stock. As of the date hereof, the
Company has authorized and reserved and the Company shall continue to reserve
and keep available at all times, free of preemptive rights, shares of Common
Stock for the purpose of enabling the Company to satisfy any obligation to
issue the Common Shares, Warrants and Warrant Shares. The number of shares so
reserved shall be increased or decreased to reflect potential increases or
decreases in the Common Stock that the Company may thereafter be so obligated
to issue by reason of adjustments to the Warrants.

      Section 6.3    Legends. The Common Shares, Warrants and Warrant Shares,
to be issued by the Company pursuant to this Agreement shall be free of
legends, except as set forth in Article VIII.

      Section 6.4    Corporate Existence. The Company will take all steps
necessary to preserve and continue the corporate existence of the Company.

      Section 6.5    Notice of Certain Events Affecting Registration. The
Company will immediately notify each of the Investors within three Business
Days after the occurrence of any of the following events in respect of a
registration statement or related prospectus in respect of an offering of
Registrable Securities: (i) receipt of any request for additional information
by the SEC or any other federal or state governmental authority during the
period of effectiveness of the Registration Statement for amendments or
supplements to the Registration Statement or related prospectus; (ii) the
issuance by the SEC or any other federal or state governmental authority of
any stop order suspending the effectiveness of the Registration Statement or
the initiation of any proceedings for that purpose; (iii) receipt of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose; (iv) the happening of any event that makes any statement made in the
Registration Statement or related prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect
or that requires the making of any changes in the Registration Statement,
related prospectus or documents so that, in the case of the Registration
Statement, it will not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein not misleading, and that in the case of the related
prospectus, it will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which
they were made, not misleading (the Company shall not be required to notify
the Investors in this case in the event such notification would be deemed the
release of nonpublic information); and (v) the Company's reasonable
determination that a post-effective amendment to the Registration Statement
would be appropriate. The Company will, within five Business Days of when
filed with the SEC make available to the Investors any such supplement or
amendment to the related prospectus.

      Section 6.6   Consolidation; Merger. The Company shall not, at any time
after the date hereof, effect any merger or consolidation of the Company with
or into, or a transfer of all or substantially all of the assets of the
Company to, another entity (a "Consolidation Event") unless the resulting
successor or acquiring entity (if not the Company) assumes by written
instrument the obligation to deliver to the Investors such shares of stock
and/or securities as the Investors are entitled to receive pursuant to this
Agreement.

      Section 6.7    Issuance of Common Shares and Warrant Shares. The
issuance of the Common Shares and Warrant Shares shall be made in accordance
with the provisions and requirements of Section 4(2) of the Securities Act, or
Regulation D and any applicable state securities law.

      Section 6.8    Exercise of Warrants. The Company will allow the
Investors to exercise their right to exercise the Warrants, by telecopying an
executed and completed Notice of Exercise (along with payment of the
applicable Exercise Price) to the Company as is set forth in the Warrant.

      Section 6.9    Increase in Authorized Shares. At such time as the
Company would be, if a notice of exercise were to be delivered on such date,
precluded from honoring (i) the exercise in full of the Warrants, due to the
unavailability of a sufficient number of shares of authorized but unissued or
re-acquired Common Stock, the Board of Directors of the Company shall promptly
(and in any case within sixty (60) calendar days from such date) hold a
shareholders meeting in which the shareholders would vote for authorization to
amend the Company's certificate of incorporation to increase the number of
shares of Common Stock which the Company is authorized to issue to at least a
number of shares equal to the sum of (i) all shares of Common Stock then
outstanding, (ii) the number of shares of Common Stock issuable on account of
all outstanding warrants, options and convertible securities (other than the
Warrants) and on account of all shares reserved under any stock option, stock
purchase, warrant or similar plan, and (iii) such number of Warrant Shares as
would then be issuable upon the exercise in full of the Warrants, as would be
issuable on such date. In connection therewith, the Board of Directors shall
promptly (i) adopt proper resolutions authorizing such increase, (b) recommend
to and otherwise use its best efforts to promptly and duly obtain shareholder
approval to carry out such resolutions and (iii) within five Business Days of
obtaining such shareholder authorization, file an appropriate amendment to the
Company's certificate of incorporation to evidence such increase. In no way
shall the aforementioned be deemed a waiver of the Company's obligations
contained in Section 6.2 above.

      Section 6.10    Notice of Breaches. Each of the Company on the one hand,
and the Investors on the other, shall give prompt written notice to the other
of any breach by it of any representation, covenant, warranty or other
agreement contained in this Agreement or any Exhibit annexed hereto, as well
as any events or occurrences arising after the date hereof, which would
reasonably be likely to cause any representation, covenant, or warranty or
other agreement of such party, as the case may be, contained in this Agreement
or any Exhibit annexed hereto, to be incorrect or breached as of such date.
However, no disclosure by either party pursuant to this Section shall be
deemed to cure any breach of any representation, warranty or other agreement
contained in this Agreement or any Exhibit annexed hereto. Notwithstanding the
generality of the foregoing, the Company shall promptly notify each Investor
of any notice or claim (written or oral) that it receives from any lender of
the Company to the effect that the consummation of the transactions
contemplated by this Agreement or any Exhibit annexed hereto, violates or
would violate any written agreement or understanding between such lender and
the Company, and the Company shall promptly furnish by facsimile to each
Investor a copy of any written statement in support of or relating to such
claim or notice.

                           ARTICLE VII

  Due Diligence Review, Non-Disclosure of Non-Public Information
 ---------------------------------------------------------------

      Section 7.1    Due Diligence Review. The Company shall make available
for inspection and review by the Investors, advisors to and representatives of
the Investors (who may or may not be affiliated with the Investors), any
underwriter participating in any disposition of the Registrable Securities on
behalf of the Investors pursuant to the Registration Statement, any such
registration statement or amendment or supplement thereto or any blue sky,
NASD or other filing, all financial and other records, all Company Documents,
and all other corporate documents and properties of the Company as may be
reasonably necessary for the purpose of such review, and cause the Company's
officers, directors and employees to supply all such information reasonably
requested by any of the Investors or any such representative, advisor or
underwriter in connection with such Registration Statement (including, without
limitation, in response to all questions and other inquiries reasonably made
or submitted by any of them), prior to and from time to time after the filing
and effectiveness of the Registration Statement for the sole purpose of
enabling the Investors and such representatives, advisors and underwriters and
their respective accountants and attorneys to conduct initial and ongoing due
diligence with respect to the Company and the accuracy of the Registration
Statement.

      Section 7.2    Non-Disclosure of Non-Public Information

            (a)  The Company has not disclosed, and hereafter shall not
disclose nonpublic information to the Investors, advisors to, or
representatives of, the Investors unless prior to disclosure of such
information the Company identifies such information as being non-public
information and provides each Investor, and its advisors and representatives
with the opportunity to accept or refuse to accept such non-public information
for review. The Company may, as a condition to disclosing any non-public
information hereunder, require each of the Investors advisors and
representatives to enter into a confidentiality agreement in form reasonably
satisfactory to the Company and the Investors.

            (b)   Nothing  herein shall  require the Company to disclose
non-public  information  to any of the Investors or their  advisors or
representatives, and the Company represents that it does not disseminate
non-public information to any investors who purchase stock in the Company in a
public offering, to money managers or to securities analysts, provided,
however, that notwithstanding anything herein to the contrary, the Company
will, as hereinabove provided, immediately notify the advisors and
representatives of the Investors and, if any, underwriters, of any event or
the existence of any circumstance  (without any obligation to disclose the
specific event or circumstance) of which it becomes aware, constituting
non-public information (whether or not requested of the Company specifically
or generally during the course of due diligence by such persons or entities),
which, if not disclosed in the prospectus included in the Registration
Statement would cause such prospectus to include a material misstatement or to
omit a material fact required to be stated therein in order to make the
statements, therein, in light of the circumstances in which they were made,
not misleading. Nothing contained in this Section shall be construed to mean
that such persons or entities other than the Investors (without the written
consent of the Investors prior to disclosure of such information) may not
obtain non-public information in the course of conducting due diligence in
accordance with the terms of this Agreement and nothing herein shall prevent
any such persons or entities from notifying the Company of their opinion that
based on such due diligence by such persons or entities, that the Registration
Statement contains an untrue statement of a material fact or omits a material
fact required to be stated in the Registration Statement or necessary to make
the statements contained therein, in light of the circumstances in which they
were made, not misleading.


                           ARTICLE VIII

                             Legends
                             -------

      Section 8.1    Legends. The Investors agree to the imprinting, so long
as is required by this Section, of the following legend (or such substantially
similar legend as is acceptable to the Investors and their counsel, the
parties agreeing that any unacceptable legended securities shall be replaced
promptly by and at the Company's cost) on the securities:

      [FOR WARRANTS AND COMMON SHARES] NEITHER THESE SECURITIES NOR THE
SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE  COMMISSION OR THE SECURITIES COMMISSION OF
ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

      [ONLY FOR WARRANT SHARES TO THE EXTENT THE RESALE THEREOF IS NOT COVERED
BY AN EFFECTIVE REGISTRATION STATEMENT AT THE TIME OF ISSUANCE OR EXERCISE]
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE  COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED
OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

      The Warrant Shares shall not contain the legend set forth above or any
other restrictive legend if the issuance of such occurs at any time while a
Registration Statement is effective under the Securities Act in connection
with the resale of the shares of Common Stock or, in the event there is not an
effective Registration Statement at such time, if in the opinion of counsel to
the Company such legend is not required under applicable requirements of the
Securities Act (including Judicial interpretations and pronouncements issued
by the staff of the Commission). The Company agrees that it will provide the
Investors, upon request, with a certificate or certificates representing the
Warrant Shares, free from such legend at such time as such legend is no longer
required hereunder. The Company may not make any notation on its records or
give instructions to any transfer agent of the Company which enlarge the
restrictions of transfer set forth in this Section.

      Upon the execution and delivery hereof, the Company is issuing to the
transfer agent for its Common Stock (and to any substitute or replacement
transfer agent for its Common Stock upon the Company's appointment of any such
substitute or replacement transfer agent) instructions in substantially the
form of Exhibit D hereto. Such shall be irrevocable by the Company from and
after the date hereof or from and after the issuance thereof to any such
substitute or replacement transfer agent, as the case may be, except as
otherwise expressly provided in the Registration Rights Agreement. It is the
intent and purpose of such instructions, as provided therein, to require the
transfer agent for the Common Stock from time to time upon transfer of
Registrable Securities by the Investors to issue certificates evidencing such
Registrable Securities free of the Legend during the following periods and
under the following circumstances and except as provided below, without
consultation by the transfer agent with the Company or its counsel and without
the need for any further advice or instruction or documentation to the
transfer agent by or from the Company or its counsel or the Investors:

            (a) at any time after the Effective Date, upon surrender of one or
more certificates evidencing the Warrants or Warrant Shares that bear the
aforementioned Legend, to the extent accompanied by a notice requesting the
issuance of new certificates free of the aforementioned legend to replace
those surrendered; provided that (i) the Registration Statement shall then be
effective; (ii) the Investor(s) confirm to the transfer agent that it has
sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise
transfer such Common Stock in a bona fide transaction to a third party that is
not an affiliate of the Company; and (iii) the Investor(s) confirm to the
transfer agent that the Investor(s)  have complied with the prospectus
delivery requirement.

            (b) at any time upon any surrender of one or more certificates
evidencing Registrable Securities, that bear the aforementioned legend, to the
extent accompanied by a notice requesting the issuance of new certificates
free of such legend to replace those surrendered and containing
representations that (i) the Investor(s) is permitted to dispose of such
Registrable Securities, without limitation as to amount or manner of sale
pursuant to Rule 144(k) under the Securities Act or (ii) the Investor(s) has
sold, pledged or otherwise transferred or agreed to sell, pledge or otherwise
transfer such Registrable Securities, in a manner other than pursuant to an
effective registration statement, to a transferee who will upon such transfer
be entitled to freely tradeable securities. The Company shall have counsel
provide any and all opinions necessary for the sale under Rule 144, as
permitted under applicable law.

      Any of the notices referred to above in this Section may be sent by
facsimile to the Company's transfer agent.

      Section 8.2    No Other Legend or Stock Transfer Restrictions. No legend
other than the one specified in this Article has been or shall be placed on
the share certificates representing the Common Stock, and no instructions or
"stop transfer orders," so called, "stock transfer restrictions," or other
restrictions have been or shall be given to the Company's transfer agent with
respect thereto other than as expressly set forth in this Article.

      Section 8.3   Special Rights to Warrant Shares and Conversion. The
exercise price and number of common shares into which these warrants are
exercisable shall not be subject to any adjustment at any time during this
offering or at conversion.

      Section 8.4    Investor's Compliance. Nothing in this Article shall
affect in any way any of the Investors obligations under any agreement to
comply with all applicable securities laws upon resale of the Common Stock.


                            ARTICLE IX

                          Choice of Law
                          -------------

      Section 9.1    Choice of Law, Venue, Jurisdiction. This Agreement will
be construed and enforced in accordance with and governed by the laws of the
State of Utah, except for matters arising under the Securities Act, without
reference to principles of conflicts of law. Each of the parties consents to
the exclusive jurisdiction of the United States District Court for the
District of Utah in connection with any dispute arising under this Agreement
and hereby waives, to the maximum extent permitted by law, any objection,
including any objection based on forum non conveniens, to the bringing of any
such proceeding in such jurisdictions. Each party hereby agrees that if
another party to this Agreement obtains a judgment against it in such a
proceeding, the party which obtained such judgment may enforce same by summary
judgment in the courts of any country having jurisdiction over the party
against whom such judgment was obtained, and each party hereby waives any
defenses available to it under local law and agrees to the enforcement of such
a judgment. Each party to this Agreement irrevocably consents to the service
of process in any such proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, to such party at its address
set forth herein. Nothing herein shall affect the right of any party to serve
process in any other manner permitted by law. Each party waives its right to a
trial by jury.


                            ARTICLE X

       Assignment; Entire Agreement, Amendment, Termination
      ------------------------------------------------------

      Section 10.1    Assignment. The Investor's interest in this Agreement
and its ownership of Common Stock and Warrants may be assigned or transferred
at any time, in whole or in part, to any other person or entity (including any
affiliate of the Investors) who agrees to, and truthfully can, make the
representations and warranties contained in Article III, and who agrees to be
bound by the covenants of Article V. The provisions of this Agreement shall
inure to the benefit of, and be enforceable by, any transferee of any of the
shares of Common Stock and/or Warrants purchased or acquired by the Investors
hereunder with respect to the Common Stock held by such person.

      Section 10.2    Termination. This Agreement shall terminate upon the
earliest of (i) the date that all the Registrable Securities have been sold by
the Investors pursuant to the Registration Statement; (ii) the date the
Investors receive an opinion from counsel to the Company that all of the
Registrable Securities may be sold under the provisions of Rule 144, without
volume limitation; or (iii) five years after the Closing Date; provided,
however, that the provisions of Articles III, IV, V, VI, VII, VIII, IX, X, XI,
and XII herein, and the registration rights provisions for the Registrable
Securities held by the Investors set forth in this Agreement, and the
Registration Rights Agreement, shall survive the termination of this
Agreement.

                            ARTICLE XI

                             Notices

      Section 11.1    Notices. All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be
in writing and, unless otherwise specified herein, shall be (i) personally
served, (ii) deposited in the mail, registered or certified, return receipt
requested, postage prepaid, (iii) delivered by reputable air courier service
with charges prepaid, or (iv) transmitted by hand delivery, telegram, or
facsimile, addressed as set forth below or to such other address as such party
shall have specified most recently by written notice. Any notice or other
communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile,  with accurate
confirmation  generated by the transmitting facsimile machine, at the address
or number designated below (if delivered on a Business Day during normal
business hours where such notice is to be received), or the first Business Day
following such delivery (if delivered other than on a Business Day during
normal business hours where such notice is to be received), or (b) on the
second Business Day following the date of mailing by reputable courier
service, fully prepaid, addressed to such address, or upon actual receipt of
such mailing, whichever shall first occur. The addresses for such
communications shall be:

      If to the Company:
                           Pacific WebWorks, Inc.
                           180 South 300 West, Suite 400
                           Salt Lake City, Utah 84101

      If to the Investors:

                           See attached "Exhibit E"


      Either party hereto may from time to time change its address or
facsimile number for notices under this Section 11. 1 by giving at least ten
calendar days' prior written notice of such changed address or facsimile
number to the other party hereto.

      Section 11.2    Indemnification. The Company agrees to indemnify and
hold harmless each of the Investors and each officer, director of the
Investors or person, if any, who controls the Investors within the meaning of
the Securities Act against any losses, claims, damages or liabilities, Joint
or several (which shall, for all purposes of this Agreement, include, but not
be limited to, all costs of defense and investigation and all attorneys'
fees), to which the Investors may become subject, under the Securities Act or
otherwise, insofar as such losses, claims. damages or liabilities (or actions
in respect thereof) arise out of or are based upon the breach of any term of
this Agreement by the Company. This indemnity agreement will be in addition to
any liability which the Company may otherwise have.

      Each Investor agrees that it will indemnify and hold harmless the
Company, and each officer, director of the Company or person, if any, who
controls the Company within the meaning of the Securities Act, against any
losses, claims, damages or liabilities (which shall, for all purposes of this
Agreement,  include,  but not be limited to, all costs of defense and
investigation and all attorneys' fees) to which the Company or any such
officer, director or controlling person may become subject under the
Securities Act or otherwise, insofar as such losses claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon the
breach of any term of this Agreement by the Investor. This indemnity agreement
will be in addition to any liability which the Investors or any subsequent
assignee may otherwise have.

      Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
this Section, notify the indemnifying party of the commencement thereof, but
the omission so to notify the indemnifying party will not relieve the
indemnifying party from any liability which it may have to any indemnified
party otherwise than as to the particular item as to which indemnification is
then being sought solely pursuant to this Section. In case any such action is
brought against any indemnified party, and it notifies the indemnifying party
of the commencement thereof, the indemnifying party will be entitled to
participate in, and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, assume the defense thereof, subject to
the provisions herein stated and after notice from the indemnifying party to
such indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation, unless the indemnifying party shall not pursue the
action to its final conclusion. The indemnified party shall have the right to
employ separate counsel in any such action and to participate in the defense
thereof, but the fees and expenses of such counsel shall not be at the expense
of the indemnifying party if the indemnifying party has assumed the defense of
the action with counsel reasonably satisfactory to the indemnified party;
provided that if the indemnified party is one of the Investors, the fees and
expenses of such counsel shall be at the expense of the indemnifying party if
(i) the employment of such counsel has been specifically authorized in writing
by the indemnifying party, or (ii) the named parties to any such action
(including any impleaded parties) include both the Investors and the
indemnifying party and the Investors shall have been advised by such counsel
that there may be one or more legal defenses available to the indemnifying
party in conflict with any legal defenses which may be available to the
Investors (in which case the indemnifying party shall not have the right to
assume the defense of such action on behalf of the Investors, it being
understood, however, that the indemnifying party shall, in connection with any
one such action or separate but substantially similar or related actions in
the same jurisdiction arising out of the same general allegations or
circumstances, be liable only for the reasonable fees and expenses of one
separate firm of attorneys for the Investor(s), which firm shall be designated
in writing by the Investor(s)). No settlement of any action against an
indemnified party shall be made without the prior written consent of the
indemnified party, which consent shall not be unreasonably withheld.

      Section 11.3    Contribution. In order to provide for just and equitable
contribution under the Securities Act in any case in which (i) the indemnified
party makes a claim for indemnification pursuant to Section 11.2 hereof but is
judicially determined (by the entry of a final judgment or decree by a court
of competent jurisdiction and the expiration of time to appeal or the denial
of the last right of appeal) that such indemnification may not be enforced in
such case notwithstanding the fact that the express provisions of Section 11.2
hereof provide for  indemnification in such case, or (ii) contribution under
the Securities Act may be required on the part of any indemnified party, then
the Company and the applicable Investor shall contribute to the aggregate
losses, claims, damages or liabilities to which they may be subject (which
shall, for all purposes of this Agreement, include, but not be limited to, all
costs of defense and investigation and all attorneys' fees), in either such
case (after contribution from others) on the basis of relative fault as well
as any other relevant equitable considerations. The amount paid or payable by
an indemnified party as a result of the losses, claims, damages or liabilities
(or actions in respect thereof) referred to above in Section 11.2 shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such
action or claim. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11 (F) of the Securities Act) shall be entitled to
contributions from any person who was not guilty of such fraudulent
misrepresentation.


                           ARTICLE XII

                          Miscellaneous
                          -------------

      Section 12.1    Counterparts; Facsimile; Amendments. This Agreement may
be executed in multiple counterparts, each of which may be executed by less
than all of the parties and shall be deemed to be an original instrument which
shall be enforceable against the parties actually executing such counterparts
and all of which together shall constitute one and the same instrument. Except
as otherwise stated herein, in lieu of the original documents, a facsimile
transmission or copy of the original documents shall be as effective and
enforceable as the original. This Agreement may be amended only by a writing
executed by the Company on the one hand, and the Investors, on the other hand.

      Section 12.2    Entire Agreement. This Agreement, the Exhibits or
attachments hereto, which include, but are not limited to the Warrant, the
Certificate of Designation, the Escrow Agreement, and the Registration Rights
Agreement, set forth the entire agreement and understanding of the parties
relating to the subject  matter  hereof and  supersedes  all prior and
contemporaneous agreements, negotiations and understandings between the
parties, both oral and written relating to the subject matter hereof. The
terms and conditions of all Exhibits to this Agreement are incorporated herein
by this reference and shall constitute part of this Agreement as if fully set
forth herein.

      Section 12.3    Survival;  Severability.  The  representations,
warranties, covenants and agreements of the parties hereto shall survive each
Closing hereunder. In the event that any provisions of this Agreement becomes
or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision; provided that such severability shall be ineffective
if it materially changes the economic benefit of this Agreement to any party.

      Section 12.4    Title and Subtitles. The titles and subtitles used in
this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

      Section 12.5    Reporting Entity for the Common Stock. The reporting
entity relied upon for the determination of the trading price or trading
volume of the Common Stock on any given Trading Day for the purposes of this
Agreement and all Exhibits shall be either Yahoo Finance, or any successor
thereto. The written mutual consent of the Investors and the Company shall be
required to employ any other reporting entity.

      Section 12.6    Replacement of Certificates. Upon (i) receipts of
evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of a certificate representing the Initial Shares,
Secondary Shares, Reset Shares, Warrants, Warrant Shares, or Additional
Shares, and (ii) in the case of any such loss, theft or destruction of such
certificate, upon delivery of an indemnity agreement or security reasonably
satisfactory in form and amount to the Company or (iii) in the case of any
such mutilation, on surrender and cancellation of such certificate, the
Company at is expense will execute and deliver, in lieu thereof, a new
certificate of like tenor.

      Section 12.7    Fees and Expenses. Each of the parties shall pay its own
fees and expenses (including the fees of any attorneys, accountants,
appraisers or others engaged by such party) in connection with this Agreement
and the transactions contemplated hereby, except that the Company shall pay
(i) on the Closing Date the Escrow Agent will distribute the following: up to
$10,000 to be paid for legal, accounting, commissions,  administrative, and
escrow fees.

      Section 12.8    Publicity. The Company and the Investors shall consult
with each other in issuing any press releases or otherwise making public
statements with respect to the transactions contemplated hereby and no party
shall issue any such press release or otherwise make any such public statement
without the prior written consent of the other parties, which consent shall
not be unreasonably withheld or delayed, except that no prior consent shall be
required if such disclosure is required by law, in which such case the
disclosing party shall provide the other parties with prior notice of such
public statement. Notwithstanding the foregoing, the Company shall not
publicly disclose the names of the Investors without the prior written consent
of the Investors, except to the extent required by law or in response to a
written SEC request, in which case the Company shall provide the Investors
with prior written notice of such public disclosure.

EXHIBITS:
Escrow Agreement
Registration Statement
Warrant
Instructions to Transfer Agent
List of Investors






           [Remainder of page intentionally left blank]



                     [Signature page follows]

     IN WITNESS WHEREOF, the parties hereto have caused this Unit Purchase
Agreement to be executed by the undersigned, thereunto duly authorized, as of
the date first set forth above.


PACIFIC WEBWORKS, INC.


     /s/ Kenneth Bell
By: __________________________
     Kenneth Bell
     CEO


                                          FIRST EQUITY HOLDINGS CORP.

                                          /s/ John Clayton
                                     By:  ________________________________
                                     Its: President



                                          COMPASS EQUITY PARTNERS

                                          /s/ Don Mayer
                                     By:  ________________________________
                                     Its: Manager



                                          EMPIRE FUND MANAGERS, LLC


                                          /s/ Linda L. Perry
                                     By:  _________________________________
                                     Its: Member



                        INDEX OF EXHIBITS

Exhibit A  Escrow Agreement

Exhibit B  Registration Rights Agreement

Exhibit C  Common Stock Purchase Warrant ($0.12) - First Equity Holdings Corp
           Common Stock Purchase Warrant ($0.12) - Empire Fund Managers LLC
           Common Stock Purchase Warrant ($0.12) - Compass Equity Partners LLC

Exhibit D  Common Stock Purchase Warrant ($0.17) - First Equity Holdings Corp
           Common Stock Purchase Warrant ($0.17) - Empire Fund Managers LLC
           Common Stock Purchase Warrant ($0.17) - Compass Equity Partners LLC

Exhibit E  Instructions To Transfer Agent