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 Paul Wakefield, an individual, whose mailing address is 316
Walnut Street, Lawrenceberg, IN 47025 (the "Consultant").
WHEREAS, Consultant is skilled as a Business Development Manager and
advisor and accepts this engagement in accordance with the terms and provisions
contained herein;
WHEREAS, the Company desires to engage Consultant as set forth herein.
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 identification of
both domestic and international candidates for acquisition as
wholly owned subsidiaries of the Company. Once said candidates
are identified, Consultant shall use its best efforts to
introduce management of said candidates to the Company with a
view towards exploring the possible business combination of
said candidate and the Company.
3. Consultant 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
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pertaining to employees and independent contractors as
permitted by law. Consultant shall continue and maintain the
Company's standards of uniformity and quality with respect to
all services that it performs on behalf of the Company.
4. Consultant agrees and warrants that he/she has not been
retained 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. Consultant may 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
the Consultant enters into in the name of the Company without
said express written consent shall not be binding upon the
Company.
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6. Consultant shall not be obligated to devote its full time
efforts towards the affairs of the Company. Rather, Consultant
shall devote no less than 20 hours per week of Consultant's
efforts towards the fulfillment of Consultant's obligations
hereunder.
7. During the term of this Agreement, as compensation for his
services hereunder, the Company shall pay the Consultant
750,000 shares of its free trading S-8 stock.
8. Consultant shall be authorized to incur reasonable and
necessary expenses (such as travel and telephone). The Company
shall reimburse Consultant for all such expenses authorized by
the Company upon presentation by the Consultant to the
Company. Consultant is required to submit an itemized request
for reimbursement of such expenditures supported by sufficient
documentation of the expenditures and explanation of their
purpose.
9. The term of this Agreement shall commence on the date hereof
and shall continue for a period of one year thereafter.
10. Either party may terminate this Agreement and retainer
established hereunder without cause at any time upon thirty
(30) days written notice by certified or registered mail, or
facsimile, to the other party at the addresses set forth
above. In the event Consultant terminates this Agreement prior
to the end of its term, the Company shall be entitled to
reimbursement of the advance fee paid to Consultant on a pro
rata basis.
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11. Upon any breach of this Agreement by the Consultant, 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.
12. 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 submit 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 Consultant
shall not operate or be construed as a waiver or any
subsequent breach by the Consultant.
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13. 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.
CONSULTANT: COMPANY:
WATCHOUT! INC.
/s/ Paul Wakefield By: /s/ Mel Broussard
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Paul Wakefield Mel Broussard, President
For the Firm
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