COMPENSATION PLAN AGREEMENT
This Compensation Plan Agreement (the "Agreement") is entered into this
10th day of July, 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 (the
"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
second 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) for a period of 90 calendar days commencing on
June 8, 2000. Any additional work will be dealt with on a case
by case basis.
3. In order to assist Consultant with his duties, the Company
will provide Consultant with such information, as may be
required by Consultant. Company will make
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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 equal to 125,000 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, which it intends to file no later than
July 10, 2000. Costs will be invoiced and billed separately.
Should the bid price for the Company's common stock be $.25
per share or less during any seventeen trading days during the
term of this agreement and a period of 30 days thereafter, the
Company shall issue to Consultant immediately upon the demand
of Consultant, an additional 375,000 shares of its common
stock pursuant to the terms of said S-8 registration
statement. In lieu of issuing said additional 375,000 shares,
the Company may at its option pay cash to Consultants at the
rate of $.08 per share, or $30,000.00.
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
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
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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 making proof of
this Agreement to produce or account for more than one
counterpart.
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IN WITNESS WHEREOF, the parties hereto have subscribed their hands an
seals the day and year first above written.
CONSULTANT: COMPANY:
WATCHOUT! INC.
/s/ Jeffrey Klein By: /s/ Mel Broussard
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Jeffrey Klein Mel Broussard, President
For the Firm
/s/ Andrew Farber
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Andrew Farber
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