EXHIBIT 10.1

                           SHARE PURCHASE AGREEMENT -
                  M. JOHNSON & ASSOCIATES COMMUNICATIONS, INC.


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                            SHARE PURCHASE AGREEMENT

     This  Share  Purchase  Agreement   ("Agreement"),   between  M.  JOHNSON  &
ASSOCIATES COMMUNICATIONS,  INC. ("MJAC") a Maryland Corporation, referred to as
"SELLERS", and WatchOut! Inc. d/b/a Innovative Cybersystems (WatchOut!),  a Utah
corporation, referred to as "BUYER".

                              W I T N E S S E T H:

     A. WHEREAS,  WatchOut!  Inc. is a corporation  organized  under the laws of
Utah.

     B. WHEREAS, MJAC is a corporation organized under the laws of Maryland.

     C. WHEREAS,  SELLER is willing  to sell,  and BUYER  desires  to  purchase
certain issued and outstanding  shares of capital stock in MJAC, as specified on
Exhibit A.

     D. WHEREAS,   WatchOut!  and  MJAC  will  benefit  from  the  transactions
contemplated hereby and desire to implement the contemplated transaction.

         NOW, THEREFORE, it is agreed among the parties as follows:

                                    ARTICLE I

                                THE CONSIDERATION

         SELLERS shall sell and cause to be delivered  and BUYER shall  purchase
 the shares of MJAC common  stock as  specified  on Exhibit A. The  transactions
 contemplated by this Agreement shall be completed at a closing ("Closing") on a
 closing date which shall be on or before  February 25, 2000. The purchase price
 for the MJAC  shares  to be paid by BUYER to  SELLERS  is  2,500,000  shares of
 Buyer's stock.

                                   ARTICLE II

                               DELIVERY OF SHARES

          The  certificates  representing  all  of the  shares  which  shall  be
 purchased  shall be  delivered  and  conveyed  by  SELLERS  to BUYER  with duly
 executed stock powers, upon receipt of the consideration by SELLERS.


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                                  ARTICLE III

        REPRESENTATIONS, WARRANTIES, AND COVENANTS OF SELLERS AS TO MJAC

         These representations or warranties are made by SELLERS as individuals,
 and as officers and directors of MJAC.

         SELLERS hereby represent, warrant, and covenant to BUYER as follows:

     3.1 MJAC is a  corporation  duly  organized,  validly  existing and in good
standing under the laws of Maryland,  and has the corporate  power and authority
to  carry  on its  business  as it is  now  being  conducted.  The  Articles  of
Incorporation  of MJAC and  amendments,  copies of which have been  delivered to
BUYER,  are complete and accurate,  and the minute books of MJAC,  which will be
delivered  to BUYER  contain a  complete  and  accurate  record of all  material
actions  taken at, all  meetings of the  shareholders  and Board of Directors of
MJAC.

     3.2 The  aggregate  number of shares which MJAC is  authorized  to issue is
100,000  shares  with a par value of $.01 per  share,  of which,  100 shares are
issued and outstanding. Such shares are fully paid and non-assessable.  MJAC has
no outstanding options,  warrants or other rights to purchase,  or subscribe to,
or securities convertible into or exchangeable for any shares of capital stock.

     3.3 SELLERS have  complete and  unrestricted  power to enter into and, upon
receipt of the  appropriate  approvals  as required by law,  to  consummate  the
transactions contemplated by this Agreement.

     3.4 SELLERS own the common shares of MJAC free and clear of all liens
 and encumbrances, and are authorized to sell such shares to BUYER, subject only
 to the pledge agreements and debts recited hereinafter

     3.5  SELLERS  who  represent  MJAC shall not enter into or  consummate  any
transactions  other than those required in the normal course of business,  prior
to the Closing Date and will pay no dividend,  or increase the  compensation  of
officers and will not enter into any other  business  agreement or  transaction,
prior to closing date.

     3.6 The representations and warranties of SELLERS shall be true and correct
as of the date hereof and as of the Closing Date.

     3.7 SELLERS have delivered to buyer all of the corporate  books and records
of MJAC for review.  SELLERS will also deliver to buyer on or before the Closing
Date any reports relating to the financial and business  condition of MJAC which
occur after the date of this  Agreement and any other reports sent  generally to
its shareholders after the date of this Agreement.

     3.8 No  representation  or  warranty  by SELLERS in this  Agreement  or any
certificate  delivered  pursuant  hereto  contains  any  untrue  statement  of a
material  fact or  omits to state  any  material  fact  necessary  to make  such
representation or warranty not misleading.

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     3.9 Buyer shall have the ability to appoint 1 board  member to MJAC's Board
of Directors once they own 51% of Seller.

     3.10 SELLERS have delivered to buyer financial statements of MJAC. All such
financial  statements,  herein sometimes called " Financial Statements" are (and
will be) complete and correct in all material  respects  and,  together with the
notes to these financial  statements,  present fairly the financial position and
results of operations of the periods indicated. All financial statements of MJAC
will have  been  prepared  in  accordance  with  generally  accepted  accounting
principles, and will be "unqualified" except as to "going concern."

     3.11 Since the dates of the MJAC Financial Statements,  there have not been
any  material  adverse  changes  in the  business  or  condition,  financial  or
otherwise, of MJAC.  MJAC does not have any material liabilities or obligations,
secured or unsecured, except as shown in the financial statements.

     3.12 There are no  pending  legal  proceedings  or  regulatory  proceedings
involving  MJAC,  there  are no  legal  proceedings  or  regulatory  proceedings
involving material claims pending, or, to the knowledge of the officers of MJAC,
threatened against MJAC or affecting any of their assets or properties, and MJAC
is not in any material  breach or violation of or default  under any contract or
instrument to which MJAC is a party.

     3.13 MJAC shall not enter into or consummate any transactions  prior to the
Closing Date and will pay no dividend,  or increase the compensation of officers
and will not enter into any agreement or transaction, without consent of BUYER.

     3.14  The  representations  and  warranties  of  SELLERS  shall be true and
correct as of the date hereof and as of the Closing Date.

     3.15 MJAC has no employee benefit plan in effect at this time.

     3.16 No  representation  or warranty in this Agreement,  or any certificate
delivered  pursuant hereto  contains any untrue  statement of a material fact or
omits to state  any  material  fact  necessary  to make such  representation  or
warranty not misleading.


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                                   ARTICLE IV

               REPRESENTATIONS, WARRANTIES, AND COVENANTS OF BUYER

     No  representations  or  warranties  are  made  by any  director,  officer,
employee,  or shareholder of buyer as  individuals,  except as and to the extent
stated in this Agreement or in a separate written statement.

     BUYER hereby represents, warrants, and covenants to SELLERS as follows:

     4.1 BUYER is a corporation duly organized,  validly  existing,  and in good
standing  under the laws of the state of, Utah and has the  corporate  power and
authority and to carry on its business as it is now being conducted.

     4.2 BUYER has complete and unrestricted power to enter into this agreement;
and, to consummate the transactions contemplated by this Agreement.

     4.3 Neither the making of nor the compliance  with the terms and provisions
of this Agreement and  consummation of the transactions  contemplated  herein by
BUYER will  conflict  with or result in a breach or violation of the Articles of
Incorporation or Bylaws of BUYER.

     4.4 The execution of this  Agreement has been duly  authorized and approved
by the BUYER S Board of Directors.

     4.5 The  representations  and warranties of BUYER shall be true and correct
as of the date hereof and as of the Closing Date.


                                    ARTICLE V

               OBLIGATIONS OF THE PARTIES PENDING THE CLOSING DATE

     5.1 At all times prior to the Closing Date during regular  business  hours,
each party will  permit the other to examine its books and records to the extent
the same are  relevant  to the  purchase of the shares of MJAC and the books and
records of its  subsidiaries  and will furnish copies thereof on request.  It is
recognized  that,  during  the  performance  of this  Agreement,  each party may
provide the other party with  information  which is  confidential or proprietary
information.  During the term of this Agreement, and for two years following the
earlier of the Closing or the  termination of this  Agreement,  the recipient of
such  information  shall protect such  information  from  disclosure to persons,
other than members of its own or affiliated  organizations  and its professional
advisers,  in the same manner as it protects its own confidential or proprietary
information from  unauthorized  disclosure,  and not use such information to the
competitive detriment of the disclosing party. In addition, if this Agreement is
terminated for any reason,  each party shall promptly destroy,  return, or cause
to be returned all documents or other written  records of such  confidential  or
proprietary  information,  together  with all copies of such  writings  and,  in
addition,  shall either furnish or cause to be furnished,  or shall destroy,  or
shall  maintain with such  standard of care as is exercised  with respect to its
own  confidential  or  proprietary  information,  all copies of all documents or
other written  records  developed or prepared by such party on the basis of such
confidential  or proprietary  information.  No  information  shall be considered
confidential or proprietary if it is (a)  information  already in the possession
of the party to whom disclosure is made, (b)  information  acquired by the party
to whom the  disclosure is made from other  sources,  or (c)  information in the
public domain or generally  available to interested  persons or which at a later
date passes  into the public  domain or becomes  available  to the party to whom
disclosure is made without any wrongdoing by the party to whom the disclosure is
made.

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     5.2 SELLERS and BUYER shall promptly provide each other with information as
to any significant  developments in the performance of this Agreement, and shall
promptly  notify  the  other if it  discovers  that any of its  representations,
warranties  and  covenants  contained  in  this  Agreement  or in  any  document
delivered  in  connection  with this  Agreement  was not true and correct in all
material respects or became untrue or incorrect in any material respect.

     5.3 All  parties to this  Agreement  shall  take all such  action as may be
reasonably  necessary and  appropriate and shall use their best efforts in order
to consummate the transactions contemplated hereby as promptly as practicable.

                                   ARTICLE VI

                              PROCEDURE FOR CLOSING

     6.1 At the Closing Date, the purchase and sale shall be effected with share
certificates  of MJAC  together  with  stock  powers  executed  in blank,  being
delivered to escrow  agent for all shares  which may be purchased in  accordance
with Exhibit "A".

                                   ARTICLE VII

                           CONDITIONS PRECEDENT TO THE
                          CONSUMMATION OF THE PURCHASE

     The following are conditions precedent to the consummation of the Agreement
on or before the Closing Date:

     7.1 SELLERS and BUYER shall each have  performed  and complied  with all of
their  respective  obligations  hereunder  which  are  to be  complied  with  or
performed on or before the Closing Date and SELLERS and BUYER shall  provide one
another at the  Closing  with a  certificate  to the effect  that such party has
performed each of the acts and undertakings required to be performed by it on or
before the Closing Date pursuant to the terms of this Agreement.

     7.2 This Agreement and the transactions contemplated herein shall have been
duly and validly  authorized,  approved  and  adopted by  SELLERS,  and buyer in
accordance with the applicable laws.

     7.3 No action,  suit or proceeding shall have been instituted or shall have
been  threatened  before any court or other  governmental  body or by any public
authority to restrain,  enjoin or prohibit the transactions contemplated herein,
or which might subject any of the parties hereto or their  directors or officers
to any material liability,  fine,  forfeiture or penalty on the grounds that the
transactions  contemplated  hereby,  the parties  hereto or their  directors  or
officers, have violated any applicable law or regulation or have otherwise acted
improperly in connection  with the  transactions  contemplated  hereby,  and the
parties  hereto  have been  advised  by  counsel  that,  in the  opinion of such
counsel,  such action, suit or proceeding raises substantial questions of law or
fact which if decided adversely to any party hereto or its directors or officers
MJAC would  materially and adversely affect the business,  assets,  or financial
position of MJAC.

     7.4 The representations and warranties made by SELLERS and by BUYER in this
Agreement shall be true as though such  representations  and warranties had been
made or given on and as of the Closing Date.

     7.5 No press  release or public  statement  will be issued  relating to the
transactions  contemplated  by this  Agreement  without prior approval of Buyer.
However, either BUYER or SELLER may issue at any time any press release or other
public  statement  it believes on the advice of its counsel it is  obligated  to
issue to avoid liability  under the law relating to  disclosures,  but the party
issuing such press release or public statement shall make a reasonable effort to
give the other party prior  notice of and  opportunity  to  participate  in such
release or statement.


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                                  ARTICLE VIII

                           TERMINATION AND ABANDONMENT

     8.1 Anything  contained in this Agreement to the contrary  notwithstanding,
the Agreement  may be terminated  and abandoned at any time prior to the Closing
Date:

     (a) By mutual consent of SELLERS and BUYER;

     (b) By either party,  if any condition set forth in Article VII relating to
the other party has not been met or has not been waived;

     (c) By BUYER and SELLER if any suit,  action or other  proceeding  shall be
pending or threatened by the federal or a state  government  before any court or
governmental  agency,  in which it is sought to restrain,  prohibit or otherwise
affect the consummation of the transactions contemplated hereby;

     (d) By any party, if there is discovered any material  error,  misstatement
or omission in the representations and warranties of another party;

     8.2 Any of the terms or conditions  of this  Agreement may be waived at any
time by the party, which is entitled to the benefit thereof.

                                   ARTICLE IX

            TERMINATION COVENANTS, OF REPRESENTATIONS, AND WARRANTIES

     The  respective  covenants,  representations  and warranties of the parties
hereto as contained herein shall survive the Closing for a period of two years.

                                    ARTICLE X

                                  MISCELLANEOUS

     10.1 This Agreement embodies the entire agreement between the parties,  and
there have been and are no agreements,  representations  or warranties among the
parties other than those set forth herein,  referenced herein, or those provided
for herein.

     10.2  To  facilitate  the  execution  of  this  Agreement,  any  number  of
counterparts  hereof may be executed,  and each such counterpart shall be deemed
to  be  an  original  instrument,  but  all  such  counterparts  together  shall
constitute but one instrument.

     10.3 All parties to this  Agreement  agree that if it becomes  necessary or
desirable to execute further instruments or to make such other assurances as are
deemed necessary,  the party requested to do so will use commercially reasonable
efforts to provide  such  executed  instruments  or do all things  necessary  or
proper to carry out the purpose of this Agreement.

     10.4 This  Agreement  may be amended only in writing  duly  executed by all
parties hereto.

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     10.5 Any notices,  requests, or other communications  required or permitted
hereunder shall be delivered  personally or sent by overnight  courier  service,
fees prepaid, addressed as follows:

 SELLERS:

 To:              M. Johnson & Associates Communications, Inc.
                  1023 N. Charles Street
                  Suite R3I
                  Baltimore, MD 21202

 Copy to:         John Browning
                  Attorney at Law
                  102 W. Pennsylvania Ave.
                  Suite 600
                  Towson, MD 21204


 BUYERS:

 To:              Innovative Cybersystems Corp.
                  20283 State Road 7, #400
                  Boca Raton, FL 33498

 copy to:         Deborah K. Hausman
                  Attorney at Law
                  20283 State Road 7, #400
                  Boca Raton, FL 33498

 or such other addresses as shall be furnished in writing by any party,  and any
 such notice or communication  shall be deemed to have been given as of the date
 received.

     IN  WITNESS  WHEREOF,  THE  PARTIES  HAVE SET THEIR  HANDS THIS 25TH day of
February, 2000.

SELLER: M. JOHNSON & ASSOCIATES COMMUNICATIONS, INC.


-------------------------------

BUYER: WatchOut! Inc. d/b/a Innovative Cybersystems

--------------------------------
Kevin Waltzer, President


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                                    EXHIBIT A

Buyer shall  purchase 51%  ownership of M. JOHNSON & ASSOCIATES  COMMUNICATIONS,
INC.  from the  present  shareholders  with one payment of  2,500,000  shares of
Buyers stock payable on March 15, 2000.