COMPENSATION PLAN AGREEMENT
This Compensation Plan Agreement (the "Agreement") is entered into this
30th day of August, 2000 by and between WatchOut! Inc., a Utah corporation (the
"Company") and Andrew Farber, Esquire and Jeffrey Klein, Esquire, doing business
as Farber & Klein, a partnership of professional associations (individually or
collectively referred to herein as "Consultant").
WHEREAS, Consultant is skilled in providing legal services, and has
provided legal services to Company in the past;
WHEREAS, the Company desires to continue to engage Consultant to
provide legal services; and NOW THEREFORE, in consideration of the mutual
covenants contained herein and other good and valuable consideration receipt
whereof is hereby acknowledged it is agreed.
1. The Company hereby engages the Consultant and the Consultant
hereby accepts this engagement on a non-exclusive basis
pursuant to the terms and conditions of this Agreement.
2. Consultant shall assist the Company with the preparation of a
third Registration Statement on Form S-8. Consultant will also
assist the Company in connection with general securities law
matters (excluding work on any other registration statement,
private offering memorandum or securities based litigation)
and matters regarding the possible acquisition by the Company
of the assets of Cormax Business Solutions, Inc. for a period
commencing on September 7, 2000 and ending on December 31,
2000. Any additional work will be dealt with on a case by case
basis.
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3. In order to assist Consultant with its duties, the Company
will provide Consultant with such information, as may be
required by Consultant. Company will make available to
Consultant copies of all material agreements, notice of
pending or threatened litigation and notice of all proposed
press releases.
4. In consideration of the services to be provided, Consultant
shall receive a fee of up to 645,000 shares of the Company's
common stock, subject to adjustment as set forth below. The
Company will register these shares pursuant to a registration
statement on Form S-8 (the "Form S-8"), which it intends to
file no later than September 7, 2000. Costs will be invoiced
and billed separately.
A) Upon registration of the Form S-8, the
Company shall deliver to Consultant 455,000
freely trading shares of its common stock.
B) Should the Company effect a reverse split of
its common shares at any time that
Consultant (Farber or Klein) is a
shareholder of the Company, the Company
shall deliver to Consultant an additional
190,000 shares of its freely trading common
stock.
5. During the term of this Agreement, each party may have access
to trade secrets, know how, formulae, customer and price lists
all of which are valuable, special, proprietary and unique
assets of each. The parties agree that all knowledge and
information which each other shall acquire during the term of
this Agreement shall be held in trust and in a fiduciary
capacity for the sole benefit of the other party, its
successors and assigns, and each agrees not to publish or
divulge either during the term of this Agreement or subsequent
thereto, knowledge of any technical or confidential
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information acquired during their term of this Agreement. At
the termination of this Agreement, or at any other time either
party may request the other party to deliver to the other,
without retaining any copies, notes or excerpts thereof, all
memoranda, diaries, notes, records, plans, specifications,
formulae or other documents relating to, directly or
indirectly, to any confidential information made or compiled
by, or delivered or made available to or otherwise obtained by
the respective parties. However, the foregoing provision shall
not prohibit Consultant from engaging in any work at any time
following his termination of this Agreement which does not
conflict with the terms of this Agreement.
6. Except as otherwise provided herein, any notice or other
communication to any party pursuant to or relating to this
Agreement and the transactions provided for herein shall be
deemed to have been given or delivered when deposited in the
United States Mail, registered or certified, and with proper
postage and registration or certification fees prepaid,
addressed at their principal place of business or to such
other address as may be designated by either party in writing.
7. This Agreement shall be governed by and interpreted pursuant
to the laws of the state of Florida. By entering into this
Agreement, the parties agree to the jurisdiction of the
Florida courts with venue in Palm Beach, County Florida. In
the event of any breach of this Agreement, the prevailing
party shall be entitled to recover all costs including
reasonable attorney's fees and those that may be incurred on
appeal.
8. This Agreement may be executed in any number of counterparts,
each of which when so executed an delivered shall be deemed an
original, and it shall not be necessary, in
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making proof of this Agreement to produce or account for more
than one counterpart.
IN WITNESS WHEREOF, the parties hereto have subscribed their hands an
seals the day and year first above written.
CONSULTANT: COMPANY:
WATCHOUT! INC.
By:
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Jeffrey Klein Mel Broussard, President
For the Corporation
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Andrew Farber
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