CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into this 6th
day of April, 2000 by and between WatchOut! Inc., a Utah corporation (the
"Company") and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇.
▇▇▇▇▇ (the "Consultant").
WHEREAS, Consultant is skilled in providing strategic business
planning, and has provided these services to Company in the past;
WHEREAS, the Company desires to continue to engage Consultant to
provide consulting 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 Consulting
Agreement.
2. Consultant shall assist the Company with public mergers and
acquisitions. Consultant will also assist the Company in
connection with general business strategy and marketing.
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 available to
Consultant copies of all material agreements, notice of
pending or threatened litigation and notice of all proposed
press releases.
4. Consultant agrees that he/she has not been retained for any of
the following activities and/or purposes:
1. for capital raising or for promotional activities regarding
the Company's securities.
2. to directly or indirectly promote or maintain a market for the
Company's securities.
3. to act as a conduit to distribute S-8 Securities to the
general public.
4. to render investor relations services or shareholder
communications services to the Company.
5. 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.
6. In consideration of the services to be provided, Consultant
shall receive a fee equal to 750,000 shares of the Company's
common stock.
7. The Company will register these shares pursuant to a
registration statement on Form S-8.
8. 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 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.
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9. 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.
10. 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.
11. 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 and
seals the day and year first above written.
COMPANY:
WATCHOUT! INC.
CONSULTANT:
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇,President
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