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 00000 Xxxxx Xxxx 0, Xxxxx 000, Xxxx Xxxxx, XX 00000 (the
"Company") and Xxxx Xxxxxxxx, an individual, whose mailing address is 0000
Xxxxxxxxx Xxx., #000, Xxxxxxxx, XX 00000 (the "Consultant").
WHEREAS, Consultant is skilled as a web design and marketing as well as
software design and accepts this engagement in accordance with the terms and
provisions contained herein;
WHEREAS, the Company desires to continue 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 in the preparation of a
business development plan for the Company; development of the
Company's website and marketing plan to promote said new
website; provide hosting services for said website, develop
billing, collections, accounting, distribution/logistics and
customer relationship management systems, and related work, as
more fully set forth herein.
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
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 so much of its time to fulfill Consultant's
obligations hereunder.
7. During the term of this Agreement, as compensation for his
services hereunder, the Company shall pay the Consultant
200,000 shares of its free trading S-8 stock.
8. The term of this Agreement shall commence on the date hereof
and shall continue for the later of: a) a period of 60 days
after the date of this Agreement; or b) the time that
Consultant has completed its scope of work as set forth
herein.
9. 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.
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
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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.
11. The agreement dated July 5, 2000 by and between Cavalcade
Sports Network, Inc. d/b/a Cormax Business Solutions
("Cavalcade") and the Company (the "Cavalcade Agreement") is
incorporated herein by reference. However, the obligations of
Cavalcade as set forth in the Cavalcade Agreement shall be the
responsibility of Consultant. Consultant, rather than
Cavalcade, shall be entitled to compensation as set forth
herein. Cavalcade shall not be entitled to receive any
compensation directly from the Company. By executing below,
Consultant represents and warrants that Cavalcade consents to
the modification of the Cavalcade Agreement and its
incorporation into this Agreement and shall indemnify and hold
the Company harmless against any and all losses, claims,
damages or expenses associated with the breach of said
representations and warranties.
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.
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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/ Xxxx Xxxxxxxx By: /s/ Xxx Xxxxxxxxx
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Xxxx Xxxxxxxx Xxx Xxxxxxxxx, President
For the Firm
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