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 Dr.
Timothy Magnus (the "Consultant").

         WHEREAS, Consultant is skilled in providing Internet services, and has
provided Internet related and software programming services to the Company in
the past;

         WHEREAS, the Company desires to continue to engage Consultant to
continue to provide similar services on an ongoing basis; 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 for a term commencing on the date hereof
and terminating February 1, 2003.

         2. Consultant shall continue to assist the Company with the development
of its systems architecture, designation of network specifications, building
fire walls to assist in network security, lay required cable lines for the
Company's business. Consultant shall provide the labor to provide the services
set forth herein at no additional cost. Consultant shall also make such
necessary repairs to any systems to comply with the Company's specifications and
requirements.

         3. In order to assist Consultant with his duties, the Company will
provide Consultant with such information, as may be required by Consultant.

         4. In consideration of the services to be provided, Consultant shall
receive a fee equal to 300,000 shares of


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the Company's common stock.

         5. The Company will register the 300,000 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 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

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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 province of Calgary. By entering into this Agreement, the parties
agree to the jurisdiction of the courts in Calgary, Alberta. 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:
                                          WATCHOUT! INC.

By /s/ DR. TIMOTHY MAGNUS              By /s/ TODD VIOLETTE
-----------------------------          --------------------
DR. TIMOTHY MAGNUS                     TODD VIOLETTE
                                       ITS PRESIDENT