CONSULTING AGREEMENT

         This Consulting Agreement (the "Agreement") is entered into this 13th
day of December 2000 is by and amongst Watchout! Inc. (the "Company") and Farber
and Klein (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
continue to provide legal services; and

         WHEREAS, the Consultant is due 37,500 shares of the Company's common
stock as a result of a prior agreement with the Company;

         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 for a term commencing on the date hereof
and terminating January 31, 2001.

         2. Consultant shall review and consult with management on proposed
contractual agreements presented to the Company during the term of this
Agreement. Consultant will be available on an "As Needed" basis as to the
structure and operations of any of its subsidiaries. Consultant shall not be
required to prepare or file any type of registration statement as part of this
Agreement.

         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.

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         4. In consideration of the services to be provided, Consultant shall
receive a fee equal to 50,000 shares of the Company's common stock which
includes 37,500 shares which are due and owing as a result of a prior agreement
between the Company and the Consultant.

         5. The Company will register the 50,000 shares pursuant to a
registration statement on Form S-8.

         6. 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.

         7. Except as otherwise provided herein, any notice or other
communication to any party pursuant to or relating to

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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.

          8. 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.

         9. 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:
FARBER AND KLEIN                        WATCHOUT! INC.


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/S/JEFFREY KLEIN                      BY: /S/TODD VIOLETTE
                                          PRES

-----------------
/S/ANDREW FARBER



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