TIMEBEAT AND WATCHZONE AGREEMENT


MEMORANDUM OF UNDERSTANDING AND AGREEMENT dated this 14th day of December, 1999.

BETWEEN:

                  Timebeat.com Inc., a company incorporated under the laws of
                  the state of Nevada and having an office at 711 South Carson
                  Street, Suite 4, Carson City Nevada 89701

                  (hereinafter called the "Timebeat")

                                                  OF THE FIRST PART

AND:              Watchzone.net Inc.., a company incorporated under the
                  laws of the stateof Colorado and having an office at 1493
                  South Richfield Way, Aurora, CO 80017

                  (hereinafter called the "Watchzone")

                                                  OF THE SECOND PART

AND:

                  Terry L. Allison, Michael Sandler, Marc Levesque, Eddie
                  Rhodes, Ernie Romer and Bradley McInnes, all individual
                  residing in the United States.

                  (hereinafter called the "Watchzone Management")

                                                  OF THE THIRD PART

AND:

                  Timebeat.com Enterprises Inc., a company incorporated under
                  the provine of Yukon, Canada and having an office at 580
                  Hornby Streeet, Suite 200, Vancouver, Canada V6C 3B6

                  (hereinafter called the "Timebeat Canada")

                                                  OF THE FOURTH PART

Timebeat and Watchzone Agreement
                                                                     Page 1 of 9

<PAGE>



WHEREAS:

         A.       Watchzone wishes to sell all of its assets relating to the web
                  site watchzone.net and Timebeat wishes to buy.

                  And;

         B.       Timebeat wishes Watchzone Management to continue to manage and
                  operate the business of watchzone.net and the Watchzone
                  management wishes to provide those services.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
of the mutual covenants hereinafter contained, the parties hereto agree as
follows:

1.0               SALE OF WATCHZONE.NET ASSETS TO TIMEBEAT

1.1               In consideration for selling the assets of Watchzone.net to
                  Timebeat, Timebeat will pay the following:

                                    a. Terry L. Allison - IWC Flieger
                                    Chronograph, Reference number 3706-007
                                    Retail 4,995.00 - w/steel bracelet, new in
                                    box.

                                    b. Michael Sandler - IWC Flieger
                                    Chronograph, Reference number 3706-007
                                    Retail 4,995.00 - w/steel bracelet, new in
                                    box.

                                    c. Marc Levesque - Omega Speedmaster,
                                    Automatic, black dial, steel bracelet, new
                                    in box.

                                    d. Eddie Rhodes - Omega Speedmaster,
                                    Automatic, black dial, steel bracelet, new
                                    in box.

                                    e. Ernie Romers - Omega Speedmaster,
                                    Automatic, black dial, steel bracelet, new
                                    in box.

                                    f. Bradley McInnes - Omega Speedmaster,
                                    Automatic, black dial, steel bracelet, new
                                    in box.

1.2                        In the event that Timebeat ceases business operations
                           within two years from the date of this agreement then
                           assets of Watchzone will be transferred back to
                           Watchzone Management.

1.3                        Watchzone Management will take all action necessary
                           to transfer the domain to Timebeat by January 31,
                           2000

Timebeat and Watchzone Agreement
                                                                     Page 2 of 9

<PAGE>



2.0               COMPENSATION OF WATCHZONE MANAGEMENT

2.1               Each member of Watchzone Management will sign a two year
                  consulting agreement with Timebeat Canada to provide services
                  to Timebeat Canada and Timebeat. Timebeat Canada will provide
                  stock options to Watchzone Management and will receive options
                  to purchase shares of Timebeat Canada. The exact terms and
                  conditions of those stock options are subject to the approval
                  of the Canada Venture Exchange, however, in general those
                  options can be exercised over a two year period (1/3 upon
                  immediately , 1/3 in twelve months and 1/3 twenty four months
                  from the date of the agreement).

2.2               Included in the computation of advertising revenue will be any
                  banner advertising by Timebeat that is over 75,000 impressions
                  per month.

2.3               As additional compensation fifty percent (50%) of all
                  advertising revenues generated by the Watchzone.net banner
                  advertising program shall be paid by Timebeat to Terry L.
                  Allison to be used as compensation for the Watchzone
                  Management. Mr. Allison will use his sole discretion on how
                  this compensation will be allocated among the Watchzone
                  Management.

2.4               As further compensation each member of Watchzone Management
                  shall be entitled to purchase any new watch from Timebeat for
                  actual dealer cost up to $10,000 retail price each year.

3.0               ADVERTISING ON WATCHZONE

3.1               Watchzone Management shall determine and set the total number
                  of advertisers on a monthly basis.

3.2               Watchzone Management will notify all its advertisers in
                  writing that of the change of ownership and advertising
                  payments will be made to Timebeat.com Inc.

3.3               Any watch-related company or individual shall be able to
                  advertise on Watchzone.net without restriction provided that
                  the advertiser and the advertising content meets the approval
                  of Timebeat and Watchzone Management.

4.0               CONTENT RESTRICTIONS

4.1               Users will be able to post messages about other watch
                  retailers and watch companies without restrictions.

Timebeat and Watchzone Agreement
                                                                     Page 3 of 9

<PAGE>



4.2               Messages will not be censored unless they are determined to be
                  lewd, offensive or spam related.

4.3               Any person or company may use the Trading Post to post "for
                  sale" and "want to buy" and "for trade" messages. Watchzone
                  Management shall determine any restrictions on the number of
                  messages posted by any individual or company on a daily basis.
                  Watchzone will also be improved to highlight Timebeat's
                  authentication and guarantee program.

5.0               ACCOUNTING AND MISCELLANEOUS

5.1               Effective December 15, 1999 Timebeat shall be responsible for
                  the fees associated with any server-related expenses.

5.2               Timebeat will host Watchzone.net on its own server once it is
                  operational and running.

5.3               Effective December 15, 1999 Timebeat shall be responsible for
                  payment and maintenance to the watchzone.net web site.

5.4               Effective December 15, 1999 Timebeat shall pay any reasonable
                  fees for upgrades to the watchzone.net web site.

5.5               Effective December 15, 1999 Timebeat shall receive revenues
                  from the banner advertising program.

5.6               Effective December 15, 1999 Watchzone Management shall be
                  receive the compensation outlined in paragraph 2.2 (50% of
                  banner advertisment revenue).

6.0               CONFIDENTIALITY

6.1               All paries will not, during the Term of this Agreement,
                  disclose to any person, firm, or corporation any information
                  that he may acquire concerning the business of the Company
                  that is not in the public domain.

6.2               Any news release or public disclosure by Timebeat about
                  Watchzone must be shown to Terry L. Allison prior to release
                  or disclosure to the public.

7.0               GENERAL

Timebeat and Watchzone Agreement
                                                                     Page 4 of 9

<PAGE>




7.1               All notices will be sent by registered or certified mail,
                  return receipt required, from any post office in the
                  continental United States, and addressed to the parties at
                  their respective addresses set out above. Any such notice will
                  be deemed received on the date set forth on the signed
                  receipt. If no received date is entered on the return receipt,
                  then, the notice will be deemed received seven (7) business
                  days from the date of the original mailing. If there should be
                  a mail strike between the day the time of mailing and the
                  actual receipt of such notice, then, the notice will be resent
                  via "Courier" such as Federal Express, requiring a signature
                  and dated receipt of delivery.

7.2               The provisions of this Agreement will enure to the benefit of
                  and be binding upon the parties hereto and their respective
                  heirs, executors, administrators, legal representatives and
                  successors.

7.3               The headings appearing in this Agreement have been inserted
                  for reference and as a matter of convenience and in no way
                  define, limit, or enlarge the scope of any provision of this
                  Agreement.

7.4               The invalidity or unenforceability of any provision of this
                  Agreement will not effect the validity or enforceability of
                  any other provision hereof and such valid provision will be
                  deemed to be in full force and effect.

7.5               This Agreement contains the entire Agreement of the parties
                  with respect to the subject matter hereof and superseded any
                  prior understanding, agreement, statement or representation by
                  or between them, whether written or oral.

7.6               This Agreement will not be modified or varied except by an
                  instrument in writing executed by both parties.

7.7               This Agreement will be governed by and construed in accordance
                  with the laws of the state of Nevada.


IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year set out above.


TIMEBEAT.COM INC.

By:_____________________________                  By:___________________________






Timebeat and Watchzone Agreement
                                                                     Page 5 of 9

<PAGE>



Title:__________________________                  Title:________________________


TIMEBEAT.COM ENTERPRISES INC.

By:_____________________________                  By:___________________________

Title:__________________________                  Title:________________________


WATCHZONE.NET INC.

By:_____________________________                  By:___________________________

Title:___________________________                 Title:________________________


SIGNED by Terry L. Allison and WITNESSED in the presence of:


--------------------------------
Terry L. Allison




--------------------------------
Signature of Witness


--------------------------------
Name of Witness


--------------------------------
Address of Witness


--------------------------------
Occupation of Witness






Timebeat and Watchzone Agreement
                                                                     Page 6 of 9

<PAGE>



SIGNED by Michael Sandler and WITNESSED in the presence of:


--------------------------------
Michael Sandler


--------------------------------
Signature of Witness


--------------------------------
Name of Witness


--------------------------------
Address of Witness


--------------------------------
Occupation of Witness

SIGNED by Marc Levesque and WITNESSED in the presence of:


--------------------------------
Marc Levesque


--------------------------------
Signature of Witness


--------------------------------
Name of Witness


--------------------------------
Address of Witness


--------------------------------
Occupation of Witness



Timebeat and Watchzone Agreement
                                                                     Page 7 of 9

<PAGE>



SIGNED by Eddie Rhodes and WITNESSED in the presence of:


--------------------------------
Eddie Rhodes


--------------------------------
Signature of Witness


--------------------------------
Name of Witness


--------------------------------
Address of Witness


--------------------------------
Occupation of Witness

SIGNED by Ernie Romers and WITNESSED in the presence of:


--------------------------------
Ernie Romers


--------------------------------
Signature of Witness


--------------------------------
Name of Witness


--------------------------------
Address of Witness


--------------------------------
Occupation of Witness



Timebeat and Watchzone Agreement
                                                                     Page 8 of 9

<PAGE>


SIGNED by Bradley McInnes and WITNESSED in the presence of:


--------------------------------
Bradley McInnes


--------------------------------
Signature of Witness


--------------------------------
Name of Witness


--------------------------------
Address of Witness


--------------------------------
Occupation of Witness


Timebeat and Watchzone Agreement
                                                                     Page 9 of 9