8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):    April 29, 2002

WEBB INTERACTIVE SERVICES, INC.

(Exact name of registrant as specified in its charter)

Colorado

(State or other jurisdiction of incorporation)

0-28462	84-1293864
(Commission File Number)	(IRS Employer Identification No.)
1899 Wynkoop, Suite 600, Denver, CO	80202
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:    (303) 296-9200

N/A

(Former name or former address, if changed since last report)

Item 5.    OTHER EVENTS.

Webb Interactive Services, Inc. (“Webb”) entered into an agreement dated April 8, 2002 with Jabber, Inc. (“Jabber”), a subsidiary of Webb, and France Telecom Technologies Investissements (“FTTI”), pursuant to which Webb and FTTI agreed to convert substantially all of their respective shares of Jabber’s preferred stock into shares of Jabber’s common stock as of the “FTTI Effective Date.” The FTTI Effective Date was April 29, 2002. As part of the agreement, the pledge by Webb to FTTI of 1,400,000 shares of Webb’s Jabber preferred stock was terminated, Webb exchanged the principal and interest of a $1,100,000 note payable from Jabber for shares of Jabber’s common stock at $1.00 per share and FTTI converted the principal and interest on a Jabber convertible note for $100,000 into shares of Jabber’s common stock, also at $1.00 per share.

In a separate transaction, Webb acquired all of the shares of Jabber’s common stock and preferred stock owned by DiamondCluster International, Inc. (“DiamondCluster”) in consideration for which Webb issued to DiamondCluster 911,645 shares of Webb’s common stock. The effect of these transactions was to increase Webb’s consolidated stockholders’ equity by $5,328,468. If these transactions would have been completed by March 31, 2002, Webb’s consolidated stockholders’ equity at March 31, 2002 would have been approximately $6,200,000 versus its actual consolidated stockholders’ equity at March 31, 2002 of approximately $880,000. Following the foregoing transactions, Webb owned approximately 75% of Jabber’s outstanding shares of capital stock.

Item 7.    FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements.

Webb Interactive Services, Inc. pro forma condensed unaudited balance sheet as of March 31, 2002.*

(c) Exhibits:

10.1 Agreement dated April 8, 2002, among Webb Interactive Services, Inc., Jabber, Inc. and France Telecom Technologies Investissements.*

10.2 Exchange Agreement dated as of April 26, 2002 between Webb Interactive Services, Inc. and DiamondCluster International, Inc.*

* filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 2, 2002

WEBB INTERACTIVE SERVICES, INC.

By  /s/    Lindley S. Branson

Lindley S. Branson

Its: Vice-President/General Counsel

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WEBB INTERACTIVE SERVICES, INC.

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(UNAUDITED)

	March 31, 2002			Pro Forma Adjustments			Pro Forma March 31, 2002
ASSETS
Current assets	$	6,655,346		$	—		$	6,655,346
Property and equipment, net		1,403,039			(72,256	)(A)		1,330,783
Intangible assets, net		345,910			(45,809	)(A)		300,101
Total assets	$	8,404,295		$	(118,065	)	$	8,286,230
LIABILITIES AND STOCKHOLDERS’ EQUITY
Total current liabilities	$	1,833,861		$	—		$	1,833,861
Minority interest in subsidiary		5,690,794			(728,867	)(A)		244,261
					(4,717,666	)(B)
Stockholders’ equity:
Preferred stock		2,842,497			—			2,842,497
Common stock		98,920,437			610,802	(A)		99,531,239
Warrants and options		20,465,555			—			20,465,555
Minority interest adjustment		—			4,717,666	(B)		4,717,666
Accumulated other comprehensive losses		(5,323	)		—			(5,323	)
Accumulated deficit		(121,343,526	)		—			(121,343,526	)
Total stockholders’ equity		879,640			5,328,468			6,208,108
Total liabilities and stockholders’ equity	$	8,404,295		$	(118,065	)	$	8,286,230

Pro Forma Adjustments:

(A) Record purchase of minority interest in Jabber, Inc. from DiamondCluster Technologies, Inc. with the issuance of 911,645 shares of Webb common stock at $0.67 per share and record write-down in basis of long-term assets.

(B) Record effect of France Telecom Technologies Investissements conversion of convertible preferred securities into Jabber, Inc. common stock.

NOTE  1: Balances at March 31, 2002, including the net loss for the three months then ended, are based on preliminary amounts and may be different than amounts to be reported in our March 31, 2002, 10-QSB which is expected to be filed on May 15, 2002.

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EX-10.1

Exhibit 10.1

Agreement

This Agreement (the “Agreement”), dated as of April 8, 2002, by and among Jabber, Inc., a Delaware corporation (“Jabber”), Webb Interactive Services, Inc., a Colorado corporation (“Webb”) and France Telecom Technologies Investissements, a French corporation (“FTTI”). Together, Jabber, Webb and FTTI are referred to as the “Parties.”

Recitals

A.    Webb and FTTI currently own preferred stock of Jabber which is convertible into shares of Jabber’s common stock, $.01 par value (the “Common Stock”). On an as-converted basis, Webb currently owns 71% and FTTI currently owns 22% of Jabber’s outstanding securities. Jabber also owes Webb $1,100,000 which is due and payable on demand on and after April 30, 2002, and owes FTTI $100,000, which is due on demand.

B.    The Parties are in the process of seeking additional investors for Jabber. In that regard, Webb has requested that FTTI consent to certain changes within the capital structure of Jabber in an effort to simplify Jabber’s capital structure and assist the Parties in their efforts to attract additional investors in Jabber.

C.    The Parties desire to set forth the terms of their understanding with respect to the revision of the capital structure of Jabber as set forth in this Agreement.

Agreement

In consideration of the premises and the mutual covenants and agreements hereinafter set forth, the Parties hereby agree as follows:

1. EXCHANGE OF NOTES; CANCELLATION OF PLEDGE AND SECURITY AGREEMENTS.

1.1 Exchange by Webb.    Webb hereby agrees to exchange all of the principal and accrued interest on its promissory note from Jabber (the “Webb Note”) in the principal amount of $1,100,000, into shares of Common Stock at an exchange rate of one share of Common Stock for each dollar of principal and interest so exchanged. The exchange will be deemed to be effective as of the date hereof, with Webb to immediately surrender the Webb Note for cancellation and Jabber to deliver to Webb within three (3) business days of the date hereof a certificate for the shares of Common Stock being issued in the exchange. No fractional shares shall be issued, the number of shares to be issued to be rounded down to the nearest whole number of shares.

1.2 Exchange by FTTI.    FTTI hereby agrees to exchange all of the principal and accrued interest on its promissory note from Jabber (the “FTTI Note”), in the principal amount of $100,000, into shares of Common Stock at an exchange rate of one share of Common Stock for each dollar of principal and interest so exchanged. The exchange will be deemed to be effective as of the date hereof, with FTTI to immediately surrender the FTTI Note for cancellation and Jabber to deliver to FTTI within three (3) business days of the date hereof a certificate for the shares of Common Stock being issued in the exchange. No fractional shares shall be issued, the number of shares to be issued to be rounded down to the nearest whole number of shares.

1.3 Cancellation of Pledge and Security Agreement.    Effective as of the date hereof, the security interest granted to Webb by Jabber in accordance with the Security Agreement dated as of March 19, 2002, is

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hereby cancelled and is of no further force and affect. On the FTTI Effective Date (as hereinafter defined), (i) the security interest granted to FTTI by Jabber in accordance with the Pledge and Security Agreement, dated as of May 2, 2001, and as amended on July 6, 2001 (the “Pledge and Security Agreement”), is terminated and of no further force and affect; (ii) the pledge by Webb of 1,400,000 of its Series A-2 Preferred Stock of Jabber to FTTI pursuant to the Pledge and Security Agreement is hereby terminated and of no further force and affect; and (iii) the corporate guarantee of Webb pursuant to the Corporate Guaranty dated as of May 2, 2001, and as amended on July 6, 2001, between Webb and FTTI is hereby terminated and of no further force and affect. FTTI shall immediately deliver to Jabber the certificate for the 1,400,000 shares of Series A-2 Preferred Stock of Jabber pledged by Webb to FTTI for cancellation and conversion by Webb as described herein. Each Party agrees to provide such consents and other documents as may be reasonably required to terminate any public filings with respect to the above security interests and pledge and to complete the transactions described herein.

2. CONVERSION OF PREFERRED STOCK.

2.1 Conversion of Series A Preferred Stock.    As of the FTTI Effective Date, Webb and FTTI shall each convert all of their respective shares of the Series A Preferred Stock of Jabber into shares of Common Stock in accordance with the terms of the Jabber Designation of Rights, Preferences and Limitations of Series A Convertible Preferred Stock. As a result of such conversions, Webb shall receive 8,050,000 shares of Common Stock and FTTI shall receive 750,000 shares of Common Stock.

2.2 Conversion of Series B Convertible Preferred Stock.    As of the FTTI Effective Date, FTTI shall convert 3,441 shares of its Series B Convertible Preferred Stock of Jabber into shares of Common Stock in accordance with the terms of the Jabber Designation of Rights, Preferences and Limitations of Series B Convertible Preferred Stock (the “Series B Designation”). FTTI further agrees that, upon the conversion of all of the 690 shares of Series B Convertible Preferred Stock which are currently outstanding and owned by DiamondCluster International, Inc. (“Diamond”) into common stock of Jabber or the exchange of such stock by Diamond into common stock of Webb, FTTI shall convert an additional 600 shares of the Series B Convertible Preferred Stock into Common Stock so that at the end of such conversion it owns 100 shares of the Series B Convertible Preferred Stock, which shares shall be the only Series B Convertible Preferred Stock then authorized and outstanding. In accordance with the conversion of the 3,441 shares of Series B Convertible Preferred Stock, FTTI shall be issued 3,441,000 shares of Jabber Common Stock and shall be issued additional shares of Jabber Common Stock at $1.00 per share for payment in full of all accrued dividends as of the FTTI Effective Date.

2.3 Conversion of Series C Convertible Preferred Stock.    As of the FTTI Effective Date, Webb shall convert 7,091 shares of its Series C Convertible Preferred Stock of Jabber into shares of Common Stock in accordance with the terms of the Jabber Designation of Rights, Preferences and Limitations of Series C Convertible Preferred Stock (the “Series C Designation”). Webb further agrees that, in the event that FTTI shall convert more than 3,441 shares of its Series B Convertible Preferred Stock into shares of Common Stock in accordance with the provisions of Section 2.2 above, Webb shall convert additional shares of its Series C Convertible Preferred Stock into shares of Common Stock so that the total number of shares of Series C Convertible Preferred Stock owned by Webb is equal to the total number of shares of Series B Convertible Preferred Stock owned by FTTI. In accordance with the conversion of the 7,091 shares, Webb shall be issued 7,091,000 shares of Common Stock and shall be issued additional shares of Jabber Common Stock at $1.00 per share for payment in full of all accrued dividends as of the FTTI Effective Date.

2.4 Amendment of Series B and Series C Convertible Preferred Stock.    At the Jabber 2002 Annual Meeting of Stockholders (currently scheduled for April 16, 2002), Webb and FTTI each agree to vote their respective shares of Common Stock and shares of Series B and Series C Convertible Preferred Stock for amendments to the terms of the Series B and Series C Convertible Preferred Stock to eliminate the mandatory payment or accrual of dividends on the Series B and Series C Convertible

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Preferred Stock. In addition, the Parties further agree that the Series B Designation will be further amended to clarify that Section 1(b)(v) of the First Amendment to Certificate of Designation requires the separate class vote of the Series B Convertible Preferred Stock in the case of any merger, including the merger of Jabber with or into Webb. In addition, the Series B Designation will be further amended to include a prohibition against selling, authorizing or issuing any additional Series B Convertible Preferred Stock without the prior consent of FTTI.

2.5 Offer to Exchange Securities.    In order to further simplify Jabber’s capital structure, Webb shall offer to each shareholder of Jabber other than Webb and FTTI, the opportunity to exchange shares of their Jabber securities for shares of Webb’s securities. Webb further agrees that it will convert any shares of Series B or Series C Convertible Preferred Stock of Jabber which it obtains in connection with such exchange offer into shares of Common Stock in accordance with the terms of the respective Designations.

3. PRICE PROTECTION.

If Jabber shall, while there are any shares of its Series B Convertible Preferred Stock outstanding, issue or sell any of its securities that results in a change in the Applicable Conversion Value for Preferred Stock, as defined in the Series B Designation, the number of shares of Common Stock then owned by FTTI as a result of the exchange of the FTTI Note and conversion of FTTI’s preferred stock as provided herein, shall be adjusted by the issuance by Jabber to FTTI of such number of additional shares of Common Stock as is required for FTTI to own immediately following any such change, the same number of shares of Common Stock as FTTI would have owned if it had not exchanged the FTTI Note or converted its preferred stock into shares of Common Stock as provided herein, but had instead made such exchange and conversions immediately following the change in the “Applicable Conversion Value for Preferred Stock.” For purposes of this Section 3, the exchange of the FTTI Note and conversion of the 750,000 shares of Jabber Series A Convertible Preferred Stock by FTTI shall be treated as if such securities had been issued upon conversion of 850 shares of Jabber’s Series B Convertible Preferred Stock with an Original Purchase Price, as defined in the Series B Designation, of $850,000. Additionally, the price protection applicable to the Series B Convertible Preferred shall remain in effect so long as any Series B Convertible Preferred Stock remains outstanding and the Parties agree that the Certification of Designation for the Series B Convertible Preferred Stock shall be amended as may be required to that effect.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF WEBB AND FTTI.

Webb and FTTI each represents and warrants to the Jabber as follows:

4.1 Authorization; Enforceability.    It is duly and validly organized, validly existing and in good standing under the laws of the jurisdiction of its registration with full corporate power and authority to acquire the Common Stock and to execute and deliver this Agreement. This Agreement constitutes its valid and legally binding obligation, enforceable in accordance with its terms.

4.2 Accredited Investor; Purchase as Principal.    It is an accredited investor as that term is defined in Rule 501 of Regulation D, and is acquiring the Common Stock solely for its own account as a principal and not with a present view to the public resale or distribution of all or any part thereof, except pursuant to sales that are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) and/or sales registered under the Securities Act; provided, however, that in making such representation, it does not agree to hold the shares of Common Stock for any minimum or specific term and reserves the right to sell, transfer or otherwise dispose of the shares of Common Stock at any time in accordance with the provisions of this Agreement and with federal and state securities laws applicable to such sale, transfer or disposition.

4.3 Information.    Jabber has provided it with information regarding the business, operations and financial condition of Jabber, and has granted it the opportunity to ask questions of and receive answers from

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representatives of Jabber, its officers, directors, employees and agents concerning Jabber and materials relating to the terms and conditions of the acquisition and issuance of the Common Stock. Neither such information nor any other investigation conducted by it or any of its representatives shall modify, amend or otherwise affect its right to rely on Jabber’s representations and warranties contained in this Agreement.

4.4 Limitations on Disposition.    It acknowledges that, except for FTTI, as provided in the Investor Rights Agreement dated July 6, 2001 among Jabber, FTTI and DiamondCluster International, Inc. (the “Investor Rights Agreement”), the Common Stock has not been and is not being registered under the Securities Act and may not be transferred or resold without registration under the Securities Act or unless pursuant to an exemption therefrom.

4.5 Legend.    It understands that the certificates representing the Common Stock may bear at issuance a restrictive legend in substantially the following form:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144 UNDER THE SECURITIES ACT. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.”

Notwithstanding the foregoing, it is agreed that, as long as (A) the resale or transfer (including without limitation a pledge) of the shares is registered pursuant to an effective registration statement and it represents in writing to Jabber that the shares have been or are being sold pursuant to such registration statement, (B) the shares have been publicly sold pursuant to Rule 144 (“Rule 144”) and it has delivered to Jabber customary Rule 144 broker’s and seller’s representation letters, or (C) the shares can be publicly sold pursuant to Rule 144(k) under the Securities Act, the shares shall be issued without any legend or other restrictive language and, with respect to the certificates for the shares upon which such legend is stamped, Jabber shall issue new certificates without such legend to the holder promptly upon request.

4.6 No Conflict.    The execution, delivery and performance by it of this Agreement (a) has been approved by all necessary action (corporate or other) on its part and (b) will not result in any violation of any provisions of its charter, bylaws or any other governing document in effect on the date hereof, or any instrument or contract to which it is a party or by which it is bound so as to prevent the consummation of the transactions contemplated herein.

5. REPRESENTATIONS AND WARRANTIES OF JABBER.

“Jabber’s Knowledge” means the actual knowledge of any officer or director of Jabber, as well as the knowledge any such person would have after reasonable inquiry. Jabber hereby represents and warrants to Webb and FTTI and agrees with Webb and FTTI that, as of the date of this Agreement:

5.1 Organization, Good Standing and Qualification.    Jabber is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted. Jabber is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on the consolidated business or financial condition of Jabber and its subsidiaries taken as a whole.

5.2 Authorization; Consents.    Jabber has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. All corporate action on the part of Jabber by its officers, directors and stockholders necessary for the authorization, execution and delivery of, and the performance by Jabber of its obligations under this Agreement has been taken, and no further consent

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or authorization of Jabber, its Board of Directors, its stockholders, any governmental agency or organization (other than such approval as may be required under the Securities Act and applicable state securities laws in respect of the registration obligations set forth in the Investor Rights Agreement), or any other person or entity is required.

5.3 Enforcement.    This Agreement constitutes a valid and legally binding obligation of Jabber, enforceable in accordance with its terms.

5.4 Disclosure.    All information relating to or concerning Jabber set forth in this Agreement or provided to Webb and FTTI in connection with the transactions contemplated herein is true and correct in all material respects and Jabber has not omitted to state any material fact necessary in order to make the statements made herein or therein, in light of the circumstances under which they were made, not misleading.

5.5 Valid Issuance.    The shares of Common Stock to be issued in exchange for the Webb and FTTI Notes and the conversion of preferred stock as provided herein are duly authorized and, when issued, sold and delivered in accordance with the terms hereof, (a) will be duly and validly issued, fully paid and nonassessable, free and clear of any taxes, liens, claims, preemptive or similar rights or encumbrances imposed by or through Jabber (collectively, “Encumbrances”), and (b) based in part upon the representations of Webb and FTTI in this Agreement, will be issued, sold and delivered in compliance with all applicable federal and state securities laws.

5.6 No Conflict with Other Instruments.    Jabber is not in violation of any provisions of its charter, bylaws or any other governing document as amended and in effect on and as of the date hereof or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it is a party or by which it is bound, or of any provision of any federal, state or foreign judgment, writ, decree, order, statute, rule or governmental regulation applicable to Jabber, which violation or default could reasonably be expected to have a Material Adverse Effect. Jabber is not in breach of any agreement to which it is a party or by which it is bound where such breach could have a material adverse effect on (a) the business, operations, financial condition, customer or employee relations of Jabber, (b) the transactions contemplated hereby, (c) Common Stock or (d) the ability of Jabber to perform its obligations under this Agreement (collectively, a “Material Adverse Effect”). The (a) execution, delivery and performance of this Agreement, and (b) consummation of the transactions contemplated hereby will not, in any such case, result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument or contract or an event which results in the creation of any Encumbrance upon any assets of Jabber or the triggering of any preemptive or anti-dilution rights or rights of first refusal or first offer, or any similar rights (whether pursuant to a “poison pill” provision or otherwise), on the part of holders of Jabber’s securities, it being understood that FTTI is hereby waving any such rights that it may have.

6. MISCELLANEOUS.

6.1 Successors and Assigns.    The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the Parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Jabber may not assign it rights or obligations under this Agreement except as may be specifically provided by this Agreement.

6.2 No Reliance.    Each Party acknowledges that it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary.

6.3 Governing Law.    This Agreement shall be governed by and construed under the laws of the State of Colorado, U.S.A., without regard to the conflict of laws provisions thereof.

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6.4 Counterparts.    This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

6.5 Headings; Drafting.    The headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. The Parties shall be deemed to have participated jointly in the drafting of this Agreement, and no provision hereof or thereof shall be construed against any party as the drafter thereof.

6.6 Notices.    Any notice, demand or request required or permitted to be given by any Party to any other party pursuant to the terms of this Agreement shall be in writing and shall be deemed given (a) when delivered personally or by verifiable facsimile transmission (with an original to follow) on or before 5:00 p.m., Denver time, on a business day or, if such day is not a business day, on the next succeeding business day, (b) on the next business day after timely delivery to a nationally-recognized overnight courier, and (c) on the business day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid), addressed to the Parties as follows:

If to the Company:

Jabber, Inc.

1899 Wynkoop, Suite 600

Denver, Colorado 80202

Facsimile: (303) 295-3584

Attention: Rob Balgley

with a copy to:

Gray, Plant, Mooty, Mooty & Bennett, P.A.

3400 City Center

33 South Sixth Street

Minneapolis, Minnesota 55402-3796

Telecopy: (612) 333-0066

Attention: Lindley S. Branson, Esq.

If to Webb:

Webb Interactive Services, Inc.

1899 Wynkoop, Suite 600

Denver, Colorado 80202

Facsimile: (303) 295-3584

Attention: William R. Cullen

with a copy to:

Gray, Plant, Mooty, Mooty & Bennett, P.A.

3400 City Center

33 South Sixth Street

Minneapolis, Minnesota 55402-3796

Facsimile : (612) 333-0066

Attention: Lindley S. Branson, Esq.

and if to the Purchaser:

France Telecom Technologies Investissements

38-40 rue du Gal Leclerc

92794 Issy les Moulineaux Cedex 9

Facsimile: 011 33 145 296 560

Attention: Eric Cozanet

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with a copy to:

Davis Graham & Stubbs LLP

1550 Seventeenth Street, Suite 500

Denver, Colorado 80202

Facsimile: (303) 893-1379

Attention: Chris Richardson, Esq.

6.7 Expenses.    Each of the Parties shall pay all costs and expenses that it incurs in connection with the negotiation, execution, delivery and performance of this Agreement.

6.8 Further Investment in Jabber.    The Parties acknowledge that Jabber is in the process of seeking additional strategic investors in Jabber so that Jabber can continue to development as an independent company. In this regard, the Parties shall each endeavor to use their good faith best efforts to attract such strategic investors.

6.9 FTTI Effective Date.    As used herein, “FTTI Effective Date” shall mean the first business day following the effective amendment of the Series B Designation as required pursuant to this Agreement.

6.10 Entire Agreement; Amendments; Waiver.    This Agreement constitutes the entire agreement between the Parties with regard to the subject matter hereof and thereof, superseding all prior agreements or understandings, whether written or oral, between or among the parties. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by each of the Parties. This Agreement is separate from and does not affect the terms and conditions of the Investor Rights Agreement or the Stockholders Agreement dated as of July 6, 2001, by and among Jabber, FTTI and the Other Stockholders listed therein.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first-above written.

JABBER, INC.

By: /s/    Rob Balgley             

Name: Rob Balgley

Title: Chief Executive Officer

WEBB INTERACTIVE SERVICES, INC.

By: /s/    Lindley S. Branson                

Name: Lindley S. Branson

Title: Vice President/General Counsel

FRANCE TELECOM TECHNOLOGIES INVESTISSEMENTS

By: /s/    Eric Cozanet, represented by Stephane Couvreur, Investment Manager

Name: Eric Cozanet

Its: Chief Executive Officer

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EX-10.2

Exhibit 10.2

EXCHANGE AGREEMENT

Exchange Agreement (this “Agreement”), dated as of April 26, 2002, by and between Webb Interactive Services, Inc., a Colorado corporation (the “Company”) and DiamondCluster International, Inc. (“DiamondCluster”).

The Company is the parent corporation of Jabber, Inc., a Delaware corporation (“Jabber”). DiamondCluster owns 690 shares of the Series B Convertible Preferred Stock of Jabber (the “Series B Shares”) and 37,500 shares of the Common Stock of Jabber (the “Jabber Common Shares”). The Company desires to simplify Jabber’s capital structure and is working to eliminate most of the outstanding shares of Jabber’s preferred stock.

The Company and DiamondCluster agree as follows:

1. EXCHANGE.

DiamondCluster hereby exchanges (the “Exchange”) all of the Series B Shares, including accrued dividends, and Jabber Common Shares owned by DiamondCluster for 911,645 shares of the common stock, no par value (the “Common Stock”), of the Company. DiamondCluster hereby delivers and transfers to the Company all of its right, title and interest in the Series B Shares and the Jabber Common Shares and the Company hereby issues 911,645 shares of Common Stock to DiamondCluster. Upon execution and delivery of this Agreement, the Company shall deliver a letter to the transfer agent for the Company’s Common Stock in the form of Exhibit A attached hereto instructing the transfer agent to issue and deliver to DiamondCluster 911,645 shares of Common Stock.

2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF DIAMONDCLUSTER.

DiamondCluster hereby represents and warrants to the Company and agrees with the Company as follows:

2.1    Authorization; Enforceability.    DiamondCluster is duly and validly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization with full power and authority to effect the Exchange and to execute and delivery this Agreement. This Agreement constitutes DiamondCluster’s valid and legally binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or other laws affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) or public policy.

2.2    Ownership of Shares.    DiamondCluster is the record and beneficial owner and holder of the Series B Shares and Common Shares, free and clear of all taxes, liens or similar encumbrances and when delivered to the Company in accordance with the terms of this Agreement, will be free and clear of all such encumbrances.

2.3    Information.    The Company has granted to DiamondCluster the opportunity to ask questions of and receive answers from representatives of the Company, its officer, directors, employees and agents concerning the Company and materials relating to the terms and conditions of the purchase and sale of the Common Stock.

2.4    Limitations on Disposition.    DiamondCluster acknowledges that, except as provided in this Agreement, the Common Stock has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and may not be transferred or resold without registration under the Securities Act or unless pursuant to an exemption therefrom.

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2.5    Legend.    DiamondCluster understands that the certificates representing the Common Stock may bear at issuance a restrictive legend in substantially the following form:

“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and may not be offered or sold unless a registration statement under the Securities Act and applicable state securities laws shall have become effective with regard thereto, or an exemption from registration under such laws is available in connection with such offer or sale.”

3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.

The Company hereby represents and warrants to DiamondCluster as follows:

3.1    Organization, Good Standing and Qualification.    Each of the Company and its subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite corporate power and authority to carry on its business as now conducted. Each of the Company and its subsidiaries is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on the consolidated business or financial condition of the Company and its subsidiaries taken as a whole. For purposes of this Agreement, the term “subsidiary” or “subsidiaries” shall mean any entity or entities in which the Company beneficially owns 20% or more of the voting equity thereof.

3.2.    Authorization; Consents.    The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. All corporate action on the part of the Company by its officers, directors and stockholders necessary for the authorization, execution and delivery of, and the performance by the Company of its obligations under this Agreement has been taken, and no further consent or authorization of the Company, its Board of Directors, its stockholders, any governmental agency or organization (other than such approval as may be required under the Securities Act and applicable state securities laws in respect of the registration of the Common Stock), or any other person or entity is required.

3.3    Valid Issuance.    The Common Stock is duly authorized and, when issued, sold and delivered in accordance with the terms hereof, (i) will be duly and validly issued, fully paid and nonassessable, free and clear of any taxes, liens, claims, preemptive or similar rights or encumbrances imposed by or through the Company; and (ii) based in part upon the representations of DiamondCluster in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities laws.

4. REGISTRATION.

4.1    On or before June 1, 2002, the Company shall file a Registration Statement pursuant to the Securities Act for the registration of the Common Stock acquired by DiamondCluster in the Exchange, shall use its best efforts to cause the Registration Statement to be declared effective as soon thereafter as is reasonably possible and shall use its best efforts to see that the Registration Statement remains effective until the earlier of the sale by DiamondCluster of all shares of the Common Stock acquired in the Exchange pursuant to the Registration Statement or two years from the anniversary of the date of this Agreement.

4.2    The Registration Statement is being filed by the Company in accordance with registration rights granted to Jona, Inc. in connection with its purchase during the first quarter of 2002 of 7,500,000 Units of the Company’s securities for $7,500,000. Each Unit consisted of one share of Common Stock and a warrant representing the right to purchase an additional share of Common Stock, also at $1.00 per share. The Registration Statement will be on Form S-3 and will not include any securities to be sold by the Company. The Company currently has no plans to register any of its securities pursuant to the Securities Act for sale by the Company.

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4.3    Until the earlier of two years from the date of this Agreement or such time as DiamondCluster has disposed of at least 600,000 the shares of Common Stock acquired by it in the Exchange, the Company covenants and agrees as follows:

4.3.1 Notwithstanding its current intent, if at any time it determines to register any of its Common Stock under the Securities Act in connection with the public offering of such securities solely for cash on a form that would also permit the registration of the shares of Common Stock acquired by DiamondCluster in the Exchange, the Company shall promptly give DiamondCluster written notice of such determination and, upon DiamondCluster’s request given within 30 days of its receipt of such notice, use its best efforts to cause to be registered all of the shares of Common Stock acquired by DiamondCluster in the Exchange in connection with the Company’s public offering; provided that DiamondCluster shall enter into such agreements and undertakings as may be reasonably required by the underwriter for such offering.

4.3.2 It will not enter into any agreement with any holder or prospective holder of any securities of the Company providing for the granting to such holder registration rights unless such agreement includes a provision that in the case of a public offering involving an underwritten registered offering,permits DiamondCluster to participate in such offering and if marketing factors require a limitation on the number of securities to be included in the underwriting, the number of securities so included will be apportioned among the participating selling shareholders on an equitable basis.

4.3.3 It will file with the Securities and Exchange Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act of 1934, as amended.

5. MISCELLANEOUS.

5.1    Successors and Assigns.    The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

5.2    No Reliance.    Each party acknowledges that (i) it has such knowledge in business and financial matters as to be fully capable of evaluating transactions contemplated hereby, (ii) it is not relying on any advice or representation of the other party in connection with entering into this Agreement or such transactions (other than the representations made in this Agreement); (iii) it has not received from such party any assurance or guarantee as to the merits (whether legal, regulatory, tax, financial or otherwise) of entering into this Agreement or the performance of its obligations hereunder, and (iv) it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary and has entered into this Agreement based on its own independent judgment and on the advice of its advisors as it has deemed necessary, and not on any view (whether written or oral) expressed by such party.

5.3    Governing Law; Jurisdiction.    This Agreement shall be governed by and construed under the laws of the State of Colorado without regard to the conflict of laws provisions thereof.

5.4    Counterparts.    This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

5.5    Headings; Drafting.    The headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. The parties shall be deemed to have participated jointly in the drafting of this Agreement and no provision hereof or thereof shall be construed against any party as the drafter thereof.

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5.6    Entire Agreement; Amendments; Waiver.    This Agreement constitutes the entire agreement between the parties with regard to the subject matter hereof and thereof, superseding all prior agreements or understandings, whether written or oral, between or among the parties. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and DiamondCluster.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

WE BB INTERACTIVE SERVICES, INC.

By :  /s/    Lindley S. Branson

Na me: Lindley S. Branson

Tit le: Vice President/General Counsel

DI AMONDCLUSTER INTERNATIONAL, INC.

By :  /s/    Karl E. Bupp

Na me: Karl E. Bupp

Tit le: Vice President & Chief Financial Officer

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Exhibit A

[To be placed on Webb stationery]

April     , 2002

Ms. Kathy Kinard

Client Services

Computershare Investor Services

350 Indiana

Suite 800

Golden, CO 80401

Re:    Issuance of Common Stock

Dear Kathy:

Please issue a certificate for 911,465 shares of the common stock of Webb Interactive Services, Inc. (the “Company”) to DiamondCluster International, Inc. The issuance of the securities was made without registration under the Securities Act of 1933, as amended, in reliance upon the exemption from such registration requirements contained in Regulation D promulgated by the Securities and Exchange Commission. The certificate for the shares should contain a restrictive legend indicating that they have been issued without registration under the Securities Act of 1933.

A copy of the resolution adopted by the Company’s Board of Directors effective April 17, 2002, approving the sale and issuance of the securities is attached as Exhibit A. The certificate for the shares should be sent to DiamondCluster International, Inc. at             , Attention:             . The federal identification number for DiamondCluster International, Inc. is             .

Sin cerely,

WE BB INTERACTIVE SERVICES, INC.

By 

Lin dley S. Branson

Its  Vice President and General Counsel

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