COMPENSATION PLAN AGREEMENT
This Compensation Plan Agreement (the "Agreement") is entered into as
of this 10th day of July, 2000 by and between WatchOut! Inc., a Utah corporation
whose address is 20283 State Road 7, Suite 400, Boca Raton, FL 33498 (the
"Company") and Terry Reed, an individual, whose mailing address is 6576 Villa
Sonrisa, Boca Raton, FL 33433 (the "Employee").
WHEREAS, Employee currently serves as a director of the Company and
devotes only a limited amount of his time and efforts towards the affairs of the
Company;
WHEREAS, the Company desires Employee to devote more of his time and
expertise towards the affairs of the Company and further desires to hire
Employee as set forth herein;
WHEREAS, Employee, based upon his diverse background is overall
business development and management and accepts his employment in accordance
with the terms and provisions contained herein;
NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, it is agreed.
1. The Company hereby hires the Employee and the Employee hereby
accepts his employment on a part-time basis pursuant to the
terms and conditions of this Agreement.
2. Employee shall devote no more than 40 hours per month on an
"as-needed" basis towards the affairs of the Company.
Employee's duties shall include business development and
management functions, as more fully set forth herein..
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3. Employee shall strictly adhere to all the rules and
regulations of the Company which are presently in force or
which may be established hereafter from time to time
pertaining to employees and independent contractors as
permitted by law. Employee shall continue and maintain the
Company's standards of uniformity and quality with respect to
all services that he performs on behalf of the Company.
4. Employee agrees and warrants that he has not been hired by the
Company for any of the following activities and/or purposes:
a) for capital raising or for promotional activities
regarding the Company's securities; b) to directly or
indirectly promote or maintain a market for the
Company's securities; c) to act as a conduit to
distribute S-8 Securities to the general public; d)
to render investor relations, services or shareholder
communications services to the Company; e) to render
advice to the Company regarding the arrangement or
effecting of mergers involving the Company that have
the effect of taking a private company public.
5. Unless the Company appoints Employee as an executive officer
of the Company, Employee shall not enter into any agreement in
the name of the Company or otherwise bind the Company in any
way without the express written consent of the Company. Any
agreements which Employee enters into in the name of the
Company without said express written consent shall not be
binding upon the Company.
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7. During the term of this Agreement, as compensation for his
services hereunder, the Company shall pay Employee 340,000
shares of its free trading S-8 stock. Said shares shall be
deemed fully earned upon execution of this Agreement.
8. The term of this Agreement shall commence on the date hereof
and shall continue until December 31, 2000.
9. Upon any breach of this Agreement by the Employee, the
Company, in addition to all other remedies that it may have at
law or equity, shall be entitled to injunctive relief without
being required to prove the inadequacy of the remedies
available at law and without being required to post bond or
other security, it being acknowledged and agreed that any
breach or threatened breach of this Agreement will cause
irreparable harm to the Company and that money damages will
not provide an adequate remedy. 10. This Agreement constitutes
the entire Agreement of the parties hereto and supersedes all
prior oral and written agreements between the parties hereto
with respect to the subject matter hereof. Neither this
Agreement nor any provision hereof may be changed in whole or
in part unless done so in writing, signed by the parties
hereto. 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. The waiver by the Company of any breach of any
provision of this Agreement by the
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Employee shall not operate or be construed as a
waiver or any subsequent breach by the Employee.
12. 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.
IN WITNESS WHEREOF, the parties hereto have subscribed their hands an
seals the day and year first above written.
EMPLOYEE: COMPANY:
WATCHOUT! INC.
By:
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Terry Reed Mel Broussard, President
For the Corporation
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