COMPENSATION PLAN AGREEMENT

         THIS Agreement is made effective as of this ____ day of April, 2000 by
and between Watch Out!, Inc., whose address is 20283 State Road 7, Suite 400,
Boca Raton, Florida 33498 referred to as the "Company", and Mark Johnson, whose
address is 2912 McGee Way, Olney, Md. 20832 , referred to as the "Employee:

         1. Employment: The Company hereby employs the Employee as a Sales and
Business Development Manager and the Employee hereby accepts such employment in
accordance with the terms and conditions of this Contract.

         2. Duties of Employee:

         a. The duties of the Employee are generally described as follows: to
oversee telecommunications and computer sales and product and business
development for WATCHOUT, INC. and any of its subsidiaries

         b. The Company's Rules and Regulations. The Employee shall strictly
adhere to all the rules and regulations of the Company which are presently in
force or which may be established hereafter with respect to the conduct of
Employees. The Employee shall also strictly follow the directions of the Company
with respect to the methods to be used in performing his or her duties. The
Employee is responsible to continue and maintain the Company's standards of
uniformity, purity and quality with respect to all services performed by the
Company.

         c. Employee agrees that he/she has not been employed 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.



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         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.

         3. Power of Employee to Bind Company: The Employee may not enter into
any contract or otherwise bind the Company in any way without authority from the
Company. Any contracts which the Employee enters into without the authorization
will not be binding upon the company.

         4. Other Employment: It is the Company's intention that the Employee
devote at least 20 hours per week of the Employee's work effort towards the
fulfillment of the Employee's obligation under this contract. However during
the Employment period and any subsequent period during which he is employed
hereunder; it is understood that ownership of less than 10% of the issued and
outstanding capital stock of a corporation, the securities of which are listed
on a national securities exchange or regularly included in the national list of
over-the-counter securities as it may from time to time be published in a
newspaper of general circulation, shall not be deemed to constitute such a
business activity as contemplated hereunder.

         5. Compensation of Employee:

During the Employment Period:

         (a) As compensation for his services hereunder Company shall pay
Employee, 750,000 shares of free trading S8 stock.

         (b) In addition to his salary, Employee shall be entitled to all
perquisites which Company makes available to employees of similar class and
station, and be included, to the extent eligible, under any and all present
plans of Company providing benefits for its employees including, but not limited
to, retirement benefits, thrift plan, group life insurance, hospitalization,
medical, accidental death and dismemberment, and any and all other similar or
comparable benefits made available to employees of similar class and station;
provided, however, that in no event shall employee have perquisites or benefits
less favorable than the comparable perquisites or benefits he is presently
receiving from Company.

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         6. Employee Expenses: Employee shall be authorized, to incur reasonable
and necessary expenses (such as travel and telephone). Company will reimburse
Employee for all such expenses authorized by Company upon the presentation by
Employee to Company. Employee is required to submit an itemized request for
reimbursement of such expenditures supported by sufficient documentation of the
expenditures and explanation of their purpose.

         7. Term: The term of this Agreement shall commence on the date hereof
and shall continue for one (1) year.

         8. Termination of Employment: Either party may terminate this contract
in the employment hereunder, without cause and at any time, upon thirty days
notice by Certified or Registered Mail, or facsimile to the other party at the
addresses set forth above.

         9. Remedies for Breach of Contract:

         a. In the event the breach or threatened breach of any provision of the
contract of the Employee, the Company shall be entitled to injunctions, both
preliminary and final, and join in or understanding such breach or threatened
breach. Such remedies shall be in addition to all other remedies available at
law or in equity including the Company's right to recover from the Employee any
damages that may be sustained as a result of the Employee's breach of contract.

         b. In addition to any other remedies the Company may have available to
it under the terms of this contract, the Company shall be entitled to stop
Employee, by means of injunction, from violating any part of this Agreement, and
to recover by means of an accounting, any profits the Employee may have obtained
in violation of this contract. The Company shall be entitled to recover its
attorneys fees and expenses in any successful action by the Company to enforce
this Agreement.

         10. Affiliates. The term "affiliate" as used herein shall mean any
corporation controlling, controlled by or under common control with Company. The
term "control" shall mean the ownership, directly or indirectly, of a sufficient
number of shares of voting stock of any corporation to elect a majority of the
Board of Directors of that corporation.

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         11. Complete Agreement: This Contract supersedes all prior contracts
and understandings between the Employee and the Company may not be modified,
changed or altered by any promise or statement by whomever made; nor shall any
modification of it be binding upon the Company until such written modification
shall have been approved in writing by an officer of the Company.

         12. Waiver of Breach: The waiver by the Company of any breach of any
provision of this Contract by the Employee shall not operate or be construed as
a waiver of any subsequent breach by the Employee.

         IN WITNESS WHEREOF, the undersigned has executed this Agreement the day
and year first above written.

WITNESSES:

                                                 WATCHOUT!, INC.



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


                                                  /s/  Mark Johnson
                                                  ----------------------------
                                                  Mark Johnson


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