CONSULTING AGREEMENT

         This Consulting Agreement (the "Agreement") is entered into this 6th
day of April, 2000 by and between WatchOut! Inc., a Utah corporation (the
"Company") and Richard Epstein of 12147 Northwest 9th Drive, Coral Springs, Fl.
33071 (the "Consultant").

         WHEREAS, Consultant is skilled in providing strategic business
planning, and has provided these services to Company in the past;

         WHEREAS, the Company desires to continue to engage Consultant to
provide consulting services; 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.

         2.       Consultant shall assist the Company with public mergers and
                  acquisitions. Consultant will also assist the Company in
                  connection with general business strategy and marketing.

         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.       Consultant agrees that he/she has not been retained for any of
                  the following activities and/or purposes:

         1.       for capital raising or for promotional activities regarding
                  the Company's securities.


         2.       to directly or indirectly promote or maintain a market for the
                  Company's securities.


         3.       to act as a conduit to distribute S-8 Securities to the
                  general public.


         4.       to render investor relations services or shareholder
                  communications services to the Company.


         5.       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.

         6.       In consideration of the services to be provided, Consultant
                  shall receive a fee equal to 750,000 shares of the Company's
                  common stock.

         7.       The Company will register these shares pursuant to a
                  registration statement on Form S-8.

         8.       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.


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<PAGE>

         9.       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 place of business or to such
                  other address as may be designated by either party in writing.

         10.      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 and those that may be incurred on
                  appeal.

         11.      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 and
seals the day and year first above written.


                                                     COMPANY:
                                                   WATCHOUT! INC.

      CONSULTANT:

                                          By: /s/ Kevin Waltzer
                                              --------------------------------
/s/ Richard Epstein                           Kevin Waltzer,President
------------------------
Richard Epstein


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