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 Xxxxxxx X. Xxxxxxx, Esquire, (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 render general legal advice to the Company on
an as needed basis from the date hereof until December 31,
2000. Such advice shall include, but not be limited to all
legal matters affecting the Company other than securities law
related matters.
3. In order to assist Consultant with her duties, the Company
will provide Consultant with such information, as may be
required by Consultant. Company will make available to
Consultant, among other things, copies of all material
agreements, notices of pending or threatened litigation and
shareholders meetings as well as all other
documents reasonably requested by Consultant in order for her
to fulfill her duties and obligations hereunder.
4. In consideration of the services to be provided, Consultant
shall receive a fee equal to 90,000 shares of the Company's
common stock. 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.
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 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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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.
IN WITNESS WHEREOF, the parties hereto have subscribed their hands an
seals the day and year first above written.
CONSULTANT: COMPANY:
WATCHOUT! INC.
/s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxx Xxxxxxxxx
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Xxxxxxx X. Xxxxxxx Xxx Xxxxxxxxx, President
For the Firm
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